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companies without the accompanying risks or inconveniences of cross-border and cross-currency transactions. Each DR is issued by a domestic depositary bank when the underlying shares are deposited in a foreign custodian bank, usually by a broker who has purchased the shares in the open market local to the foreign company. A DR can represent a fraction of a share, a single share, or multiple shares of a foreign security. The holder of a DR has the right to obtain the underlying foreign security that the DR represents, but investors usually find it more convenient to own the DR. The price of a DR generally tracks the price of the foreign security in its home market, adjusted for the ratio of DRs to foreign company shares. In the case of companies domiciled in the United Kingdom, creation of ADRs attracts a 1.5% stamp duty reserve tax (SDRT) charge by the UK government. Depositary banks have various responsibilities to DR holders and to the issuing foreign company the DR represents.
Unsponsored ADRs
Unsponsored shares trade on the over-the-counter (OTC) market. These shares are issued in accordance with market demand, and the foreign company has no formal agreement with a depositary bank. Unsponsored ADRs are often issued by more than one depositary bank. Each depositary services only the ADRs it has issued. Due to a recent SEC rule change making it easier to issue Level I depositary receipts, both sponsored and unsponsored, hundreds of new ADRs
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have been issued since the rule came into effect in October 2008. The majority of these were unsponsored Level I ADRs and now approximately half of all ADR programs in existence are unsponsored.
company is required to follow U.S. GAAP standards or IFRS as published by the IASB. The advantage that the company has by upgrading their program to Level 2 is that the shares can be listed on a U.S. stock exchange. These exchanges include the New York Stock Exchange (NYSE), NASDAQ, and the American Stock Exchange (AMEX). While listed on these exchanges, the company must meet the exchanges listing requirements. If it fails to do so, it may be delisted and forced to downgrade its ADR program.
Restricted Programs
Foreign companies that want their stock to be limited to being traded by only certain individuals may set up a restricted program. There are two SEC rules that allow this type of issuance of shares in the U.S.: Rule 144-A and Regulation S. ADR programs operating under one of these 2 rules make up approximately 30% of all issued ADRs.
Sourcing ADRs
One can either source new ADRs by depositing the corresponding domestic shares of the company with the depositary bank that administers the ADR program or, instead, one can obtain existing ADRs in the secondary market. The latter can be achieved either by purchasing the ADRs on a US stock exchange or via purchasing the underlying domestic shares of the company on their primary exchange and then swapping them for ADRs; these swaps are called cross book swaps and on many occasions account for the bulk of ADR secondary trading. This is especially true in the case of trading in ADRs of UK companies where creation of new ADRs attracts a 1.5% stamp duty reserve tax (SDRT) charge by the UK government; sourcing existing ADRs in the secondary market (either via cross book swaps or on exchange) instead is not subject to SDRT.
ADR termination
Most ADR programs are subject to possible termination. Termination of the ADR agreement will result in cancellation of all the depositary receipts, and a subsequent delisting from all exchanges where they trade. The termination can be at the discretion of the foreign issuer or the depositary bank, but is typically at the request of the issuer. There may be a number of reasons why ADRs terminate, but in most cases the foreign issuer is undergoing some type of reorganization or merger. Owners of ADRs are typically notified in writing at least thirty days prior to a termination. Once notified, an owner can surrender their ADRs and take delivery of the foreign securities represented by the Receipt, or do nothing. If an ADR holder elects to take possession of the underlying foreign shares, there is no guarantee the shares will trade on any US exchange. The holder of the foreign shares would have to find a broker who has trading authority in the foreign market where those shares trade. If the owner continues to hold the ADR past the effective date of termination, the depositary bank will continue to hold the
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foreign deposited securities and collect dividends, but will cease distributions to ADR owners. Usually up to one year after the effective date of the termination, the depositary bank will liquidate and allocate the proceeds to those respective clients. Many US brokerages can continue to hold foreign stock, but may lack the ability to trade it overseas.
Advantages of ADR
It is an easy and cost effective way to buy shares of a foreign company. Reduces administrative costs and avoids foreign taxes on every transaction. Helps companies which are listed to tap the American equity markets. Any foreigner can purchase these securities. The purchaser has a theoretical right to exchange shares ( non- voting right shares for voting rights)
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Thus, Global Depository Receipts have worked successfully for decades to encourage investment between one country and another.
Definition of GDRs
GDRs mean global depository receipts. It is negotiable and transferable from one body to another. It is also evidence of ownership of a company's shares. When a bank purchases shares of foreign company, at that time it issues a certificate, that certificate is called global depository receipt. Suppose A USA based company wants to buy the shares of Indian company, then it only possible by getting GDRs. USA Company can buy Indian company shares by the help of his bank. Bank takes some charges and issues GDR.
Importance of GDRs
If any company gets GDRs for his purchased shares, then these can be sold in any stock market of world through global network of banks and financial institutions. Global Depositary Receipts (GDRs) give power to investors and companies access to two or more markets, most frequently the US market and the Euromarkets, with one security. GDRs are most commonly used when the company is raising capital in the local market as well as in the international and US markets, either through private placement or public offerings. Securities and Exchange Commission of USA has allowed USA companies and also foreign companies to buy and sell shares through GDRs. Among the Indian Companies, Reliance Industries Ltd. was the first company to get funds
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through a GDR issue, after this many other Indian Companies like Infosys, WIPRO AND ICICI have started to raise funds via GDRs. It is the good way for getting foreign investment for developing economy.
Advantages of GDR
GDR allow investors to invest in foreign companies without worrying about foreign trading practices, laws. Easier trading, payments of dividends are in the GDR currency. GDR are liquid because they are based on demand and supply which is regulated by creating or canceling shares. However, they have foreign exchange risk i.e. currency of issuer is different from currency of GDR.
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The rules provide inter alia for (a) Eligibility for issue of IDRs (b) Procedure for making an issue of IDRs (c) Other conditions for the issue of IDRs (d) Registration of documents (e) Conditions for the issue of prospectus and application (f) Listing of Indian Depository Receipts (g) Procedure for transfer and redemption (h) Continuous Disclosure Requirements (i) Distribution of corporate benefits. These rules (principal rules) were operationalised by the Securities and Exchange Board of India (SEBI)the Indian markets regulator in 2006. Operation instructions under the Foreign Exchange Management Act were issued by the Reserve Bank of India on July 22, 2009. The SEBI has been notifying amendments to these guidelines from time to time.
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Will Indian investors get equal rights as shareholders? Except attending annual general meetings and voting on resolutions, other rights are available.
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