ADR, American Depository Receipt, is generally sponsored by US scheduled banks, which will buy shares from foreign exchange and hold as inventory and issue ADRs, which are linked to these underlying stocks. They are then traded domestically in US markets.
The banks issued ADRs equal to the value of common shares deposited with the sponsoring bank. Investors, on the other side who want to invest in such companies and don’t have the option to buy common stocks, can invest in ADRs.
These instruments can be liquidated by an investor in the market to convert back into cash. Banks profile details the financials of such companies, and the same is made available to the investors looking to invest in these ADRs.
They are denominated in US dollars, and even dividends are paid in dollars. In this way, a US investor can easily add foreign stock in his portfolio, and on the other side, foreign companies can raise funds in dollars from US investors. Examples: Volkswagen, Philip Morris, Samsung, etc.
The following are types of American Depository Receipts.
US banks and the company, upon mutual agreement, issue these types of ADRs. Banks issue ADRs as per agreement on behalf of the company. The bank charges a fee to the company for issuance and transaction it handles with the local investors. Firms have control over these instruments, and such ADRs are categorized by what degree the accounting formalities are in line with the SEC. These are always trades in the exchanges. The person owning sponsored ADR will also give voting rights to the investor.
These are issued by US banks, but there are no charges of transaction and issuance which are charged to companies. As there is no single party bank authorized for the issuance and handling of such ADRs, there can be more than one bank issuing ADRs for the same foreign company under different dividend charges and denominations. Unsponsored ADRs are traded over the counter and don’t include voting rights.
Some of the features of ADR have been listed below:
They are a means for foreign companies to raise funds from US markets. Foreign firms that have a business in the US and have an awareness of the brand in the US may look to encash and raise funds in terms of dollars. This means a lot cheaper for such firms compared to firms raising capital from developing markets.
They also require companies to file the least filings with the SEC, and the whole process can be done with ease. At the time of issuance of ADR, dollars from investors are converted into certificates that are traded across markets in the US.
At the time of cancellation, the investor will surrender the ADR to get the amount to his bank account in terms of dollars. Thus they also provide liquidity to the investor and are a lot more flexible and handy from the foreign company’s perspective.
Based on the level and depth of access for the foreign companies that have to the US markets, ADRs are classified into three types as below.
ADRs categorized under this level require the foreign company to follow the minimum amount of compliance and regulatory formalities, according to SEC. It is sufficient for such companies to fill in an F-6 registration form, and there is no mandate to file or follow the usual SEC filing reports. They are traded mostly OTC.
Companies wishing to list their ADRs under this level need to file all reporting as per SEC regulations, and apart from just the F-6 registration, companies also need to fill in SEC FORM 20-F and annual financials. Companies must disclose all their finances to the US markets, and such ADRs are listed in stock exchanges NYSE and NASDAQ. Level II ADRs can help raise funds on a large scale without even going public and filing for IPO in US markets.
Level II and Level III ADRs are similar in terms of reporting and filing regulations that the SEC levies on them. The only add-on level III has to level II is that these can raise funds from US markets through public offering also. They just need to file Form F-1 to be eligible for this with the securities exchange commission.
Let us consider the following examples and understand how it works:
Company A registers its ADR with the US Securities and Exchange Commission (SEC) per Form F-6 registration format. It made available the ADRs at a particular fee, which investors verified with respect to what was allowed to be charged for them. This example shows how investors have the option to check if they are paying the right charges for the ADRs.
GlaxoSmithKline ADR is one example that can be cited here. GlaxoSmithKline is a UK-based pharmaceutical firm that operates across the globe. The healthcare industry ace trades on the NYSE as GSK, promising a dividend yield of 5% per 2018 reports.
ADR is a good option for investors to invest in. Here is a list of benefits it offers:
Foreign companies looking to raise capital in denominations of dollars can do so by opting for ADRs.
An investor looking to diversify their portfolio can invest in ADR, which is an indirect investment in foreign and US non-listed companies as a retail investor.
Arbitrators whose purpose is to make profits from market imperfections[ can explore new opportunities through ADRs.
Level III ADR can even raise funds through a public offering. They are cost-effective compared to expensive litigations, which rise due to IPOs.
The information related to financials can be kept private by both parties until earnings are realized. Even after the outcome, parties can choose not to disclose data.
It is an easy and faster means to raise capital from the US markets, especially when the other process is very lengthy and time-consuming. Firms need not worry about filing the report up to date to the core, as in the case of any publicly traded US firm.
The ADR is not a flawless optionLucknow Wealth Management. Below are the challenges that investors might face while investing in these options:
The unsponsored ADRs require the foreign to file the least possible filings with the SEC, which can be risky if the company is not legit.
A retail investor looking to invest in ADR may not have the same number of options to choose from, as in the case of common stock.
The investor has access to the least amount of financials from firms, which can be a constraint to conduct their equity research.
Dividends paid on ADRs may differ from the dividends paid on the common stock of the same company.
Both ADR and GDR are financial instruments but are traded in two different exchanges. Some of the other differences between them include:
ADR stands for American Depository Receipts, and GDR is Global Depository Receipts. ADRs are negotiable instruments issued and traded within US markets while GDR is a similar instrument traded globally.
ADR can be used by a foreign company to raise capital in the US market, whereas GDR can be used by foreign companies to raise from any market globally.
ADRs are issued in the US Domestic Capital market, GDRs are issued in European capital markets.Pune Investment
ADR negotiation can happen in the US only, whereas GDR negotiation can happen all over the world.
SEC approval is mandatory for ADR, but GDR approval from the Ministry of Finance and FIPB (Foreign Investment Promotion Board) is a must.
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