Depositary Receipts
As the result of an investment rule repeal, Canadian institutions are
investing a record amount in depositary receipts. Learn how and why
we are helping clients tap into this new source of demand.
Elevating Market Visibility for
your DRs: Looking to Canada
for DR Demand
As the world’s leading depositary,
The Bank of New York Mellon closely
tracks the depositary receipt (DR)
market to identify important market
trends and bring them to our clients’
attention. Over the past several
years, we recognized a steady rise in
DR investment on the part of
Canadian institutions. This welcome
trend resulted from the repeal of a
Canadian rule that had restricted
pension funds’ capacity to invest
globally.
Our Depositary Receipt Division’s
Global Capital Markets Group took
the opportunity to access this
growing investor base and began an
intensive educational effort in
Canada. Targeting the buy- and sellside
communities, we actively spread
the message that DRs trade, settle
and clear as easily as Canadian
securities, making them an appealing
investment option.
These efforts highlight the group’s
focus on developing creative
solutions to increase liquidity and
investment in the DR marketplace.
The positive results of these ongoing
initiatives in Canada are a testament
to the group’s ability to effect change
that is mutually beneficial to DR
issuers and investors.
The Canadian Rule Change
Canada’s Foreign Property Rule,
instituted in 1971 and repealed in late
2005, was created expressly to
encourage the growth of Canadian
capital markets. However, the rule
restricted Canadian pension funds
from investing more than 30% of
their registered assets in foreign
securities.
Canadian pension funds had long
argued that since Canadian stocks
constituted less than three percent of
the world's market capitalization,
pension plan members were deprived
of the growth opportunities that
unconstrained global diversification
could provide. The rule’s repeal
opened up their investing
opportunities.
How the Rule Change Benefits DR
Issuers
With the repeal, Canada's capital
markets have become better
integrated with global capital
markets, giving Canadian institutions
greater access to capital. For DR
issuers, the most important result of
the rule’s repeal is that Canadian
institutions are now free to invest in
DRs without restriction. As a result,
Canada’s pension funds and the like
present a new, viable source of DR
demand.
Another key advantage for investors,
brokers and ultimately issuers, is
that Canada’s securities depositary,
the Canadian Depositary for
Securities (CDS), has a link with the
U.S. securities depositary, The
Depository Trust Company. This
meets the need for efficient and
secure cross-border clearing and
settlement and provides a fast and
dependable network that enables
Canada's stock exchanges, financial
institutions and dealers to effectively
manage their Canada-U.S. crossborder
business.
Importantly, with this arrangement
in place, Canadian investors can
purchase DRs just as easily as they
can purchase Canadian securities.
Canadian Capital Markets
Landscape
Today’s Canadian institutional
marketplace is similar to the U.S.
institutional marketplace of 10 to 15
years ago, which underwent a “global
awakening.” At that time, U.S.
investors were beginning to realize
that international diversification
could substantially improve portfolio
performance.
As the Canadian market similarly
becomes more focused on global
investing, there is a need to educate
the marketplace on the many
benefits of investing in DRs to access
the foreign markets.
Canadabrief
Canada’s Investment Managers
There are more than 175 investment
managers in Canada, most of which
are located in Montreal and Toronto.
Canadian institutions currently hold
nearly $20 billion in DRs. This
investment amount has grown a
remarkable 15% per annum since the
abolishment of Canada’s Foreign
Property Rule.
Key Canadian institutions with DR
investments include: Franklin
Templeton Investments Corp.,
Jarislowsky Fraser Ltd., Mackenzie
Financial Corp. and McLean Budden
Ltd.
How We Are Leveraging Canada’s
Receptive Investment Climate on
Behalf of Our DR Clients
The Bank of New York Mellon has
been taking a proactive role in
bringing the DR message to
institutions in Canada. Summaries of
some of the steps we have taken to
bring DRs to the attention of Canadian
institutions and analysts follow.
1. Market Study — Upon the repeal
of the Foreign Property Rule, we
retained Benefits Canada – the
leading publication and research
resource for benefit and pension
plan sponsors in Canada – to
perform an in-depth study of the
Canadian capital market. The
study’s goal was to measure
Canadian institutions’ interest in
increased international
investment and their overall
understanding of DRs.
The results were as expected – a
growing Canadian interest in
international investing, but little
expertise with DRs. Recognizing
the tremendous opportunity at
hand for DR issuers, we
implemented a strategic
advertising campaign, placing
ads in Benefits Canada and the
French-Canadian periodical
Advantage, devoted to Frenchspeaking
financial professionals.
2. Conference Participation —
Representatives from our Global
Capital Markets Group have been
attending, exhibiting at and
speaking at various international
conferences in Canada to
promote DRs. These events are
an effective venue for meeting
with Canadian institutional
investors and educating them on
the benefits of the DR
mechanism. The ultimate goal is
to stimulate DR demand among
Canadian investors.
3. Financial Intermediary
Initiatives — Our Global Capital
Markets Group has been actively
involved in outreach to the sellside
community, in an effort to
enhance brokers’ knowledge of
DRs, increase our network of
sell-side contacts and establish a
vital source of investment
information flow. In addition,
our growing relationship with
the Toronto Stock Exchange has
provided our DR clients with
another listing venue option and
in turn, the ability to access an
even larger pool of potential
investors.
4. Buy-side Introductions — GCMG
has been facilitating the
introduction of DR issuers to
Canadian investors. We
arranged full-day meetings, in
Montreal and Toronto, to allow
issuers to discuss their
companies and DR programs in
detail in an effective, one-on-one
setting.
To Learn More
For more information on these
initiatives or our specialized
depositary services, please contact
any of the following DR experts:
Tanya Amaya
tanyaamaya@bankofny.com
212 815 2892
Guy Gresham
ggresham@bankofny.com
212 815 4693
Alexis Vasquez
avasquez@bankofny.com
44 207 964 6241
Joseph Oakenfeld
joakenfeld@bankofny.com
44 207 964 6419
Who’s Helping You?
As the world’s leading depositary
bank, acting in partnership with
companies from over 60 countries,
our experience is second to none.
We have a deep understanding of
local markets, a global perspective
and an unmatched, singular focus on
the depositary receipt business.
Working closely with worldwide
issuers, we offer the strategic,
administrative and customized
investor outreach programs you need
to keep your DRs top-of-mind in the
market. Our products and services
are designed to meet your unique
requirements and, most importantly,
to maximize market performance.
Additional information is available at
www.adrbny.com.

1
The Bank of New York explains the effectiveness of depositary
receipts as a capital-raising tool.
Role of depositary receipts
Anthony Moro, The Bank of New York
3
A guide for European companies to listing on the U.S. securities markets 29
Launching an American depositary receipt
(DR) program is an effective option for non-
U.S. companies seeking to list on NASDAQ
with a global equity offering. Issuers that
establish DR programs can broaden their
investor base, gain increased liquidity for their
shares and elevate the profile of their
products and services in the U.S. and
international markets. DRs are beneficial to
investors as well, for many reasons. They are
often the most cost-effective way to invest
internationally and, depending on the
structure, are considered standard U.S. or
European securities for clearance, settlement,
transfer and ownership purposes.
The unwavering popularity of DRs as both
an issuance tool and an investment vehicle is
evident from current market figures. In fact,
2005 was a banner year for DRs, with record
levels of program establishment, trading and
investment. During 2005, companies from 36
countries issued 160 new DR programs. More
than 20 percent of the year’s new DR
programs were established by companies from
India and more than 10 percent were
established by companies from Australia.
Today, there are over 1,920 DR programs on
the market, representing companies from
73 countries.
A record 39.4 billion DRs, valued at more
than $1 trillion, traded on the New York Stock
Exchange (NYSE), the American Stock
Exchange (Amex) and NASDAQ during 2005.
Annual U.S.-listed DR trading volume has now
increased each year since 1990. In addition,
total investment in DR programs was
approximately $1 trillion at the end of 2005.
What are depositary receipts?
A depositary receipt is a negotiable certificate
issued by a U.S. bank, referred to as a
“depositary bank,” that represents interests in
shares of a non-U.S. company’s equity. They
trade freely in the U.S. and European markets
and can be listed on major stock exchanges
including the NYSE, NASDAQ or the London
Stock Exchange.
Many DR structures are available to suit a
company’s particular capital market needs.
American Depositary Receipts (ADRs) and
Global Depositary Receipts (GDRs) typically
identify the market in which the DRs trade:
ADRs, generally, are publicly available to U.S.
investors on a national stock exchange (NYSE,
NASDAQ or Amex) or on the over-the-counter
market; GDRs, generally, are issued under
Rule 144A and/or Regulation S of the
Securities Act of 1933, are privately placed
and sold only to Qualified Institutional Buyers
(QIBs) in the U.S. or investors outside the U.S.
GDRs are often listed on the London or
Luxembourg Stock Exchange.
How depositary receipts trade
Similar to the shares of U.S. companies, DRs
are traded on major stock exchanges or in the
over-the-counter (OTC) market. It is just as
easy for an investor to trade DRs of Vodafone
or Toyota as it is to trade shares of AT&T or
General Motors. In addition, DRs can be
created or cancelled to satisfy investor
demand in either the U.S. or local trading
market. The DR is created when an investor
contacts his broker to make an investment in
a non-U.S. company. The broker can
purchase DRs in the secondary market or can
create DRs by purchasing the company's
shares in the local stock market and then
delivering them to the depositary’s local
custody bank. The broker who initiated the
transaction converts the U.S. dollars received
from the investor into the corresponding
foreign currency and pays the local broker for
the shares purchased.
The custodian bank instructs the
depositary bank to issue the DRs and deliver
them to the initiating broker, who then delivers
the DRs to the investor. Conversely, when DRs
are sold, the underlying shares held outside of
the U.S. can be released into the home trading
market through a cross-border transaction. In
this case, the DR is cancelled and the shares
held with the local custodian bank are delivered
to the broker within the home trading market.
Role of depositary receipts
30 A guide for European companies to listing on the U.S. securities markets
Role of depositary receipts
Types of depositary receipt facilities
There are two general classifications of DRs
and four basic types of facilities:
Sponsored DRs are generally issued by
one depositary bank appointed by an issuer
company under a service contract called a
deposit agreement. Sponsored DRs offer
issuer input and cooperation with the facility
and can provide the flexibility to list on a U.S.
stock exchange and the ability to raise capital.
Unsponsored DRs can be issued by one
or more depositary banks in response to
market demand for particular securities
without a formal agreement with an issuer
company. In today’s DR marketplace,
unsponsored DRs are infrequently established
due to the lack of issuer involvement.
Sponsored level I depositary receipts
A sponsored Level I DR program is the
simplest method for companies to access the
U.S. public capital markets; however, it cannot
be used to raise capital. In a Level I program a
non-U.S. company does not issue any new
securities in connection with the establishment
of the DR program and the DRs are traded in
the U.S. OTC market and on some exchanges
outside the United States. DRs are created as
investor demand forces creation of DRs from
the shares traded in the local market.
Level I issuers qualify for an exemption
under Rule 12g3-2(b) from the reporting
requirements of the Securities Exchange Act
of 1934 and need only provide the U.S.
Securities Exchange Commission (SEC) with
disclosures that are required in their home
countries. Furthermore, changes in the
issuer’s corporate accounting are not required.
Because Level I facilities are easy to establish
and lack substantial ongoing requirements,
they comprise the majority of sponsored DR
programs currently available. Companies
establishing new Level I programs in
2005 included Escada, Day Software and
Xinhua Finance.
Sponsored level II and III
depositary receipts
Companies that wish to list their securities on
a U.S. stock exchange, raise public capital in
the U.S. or make a U.S. acquisition using
securities, establish sponsored Level II or
Level III DR programs. These DR programs
require SEC registration and adherence to
applicable U.S. GAAP requirements. The
companies must also meet the listing
requirements of the applicable stock
exchanges, NYSE, Amex or NASDAQ.
Structurally, Level II and Level III DRs are
very similar and both types of programs are
used for listing on a U.S. stock exchange.
Level II DRs do not raise capital at the time of
the initial listing and Level III DRs do raise
capital at the time of the listing. Both Level II
and Level III programs generally attract
significant U.S. investor interest.
Private placement (Rule 144A and
Regulation S) depositary receipts
A non-U.S. company can also access the U.S.
and European capital markets through
restricted Rule 144A and/or Regulation S DR
facilities that do not require full SEC
registration. Rule 144A programs provide for
raising capital through the private placement of
DRs with qualified institutional buyers (referred
to as QIBs) in the United States. Regulation S
programs provide for raising capital through
the placement of DRs offshore to non-U.S.
investors in reliance on Regulation S.
These programs, generally known as
GDRs, are not eligible to be purchased by U.S.
retail investors, nor can they be listed on U.S.
stock exchanges, but they can be listed in
London or Luxembourg. A Level I program can
also be established alongside a Rule 144A
program or Regulation S program and
outstanding DRs may be merged into a Level I
program after the respective restricted periods
have expired.
Depositary receipt equity
offering mechanics
With DRs, a ratio of ordinary shares to DRs
can be employed to bring the company's local
share price in line with the share price of its
Role of depositary receipts
A guide for European companies to listing on the U.S. securities markets 31
U.S.-based peer group. While many
successful DR programs are established with
a ratio of 1:1 (one DR equals one ordinary
share), many issuers with low home market
prices have ratios of 1:5, 1:10 or even 1:100.
Reverse ratios can also be employed if an
issuer’s local price is considered too high for
the U.S. markets.
Companies deciding on a DR price and
the corresponding DR-to-ordinary-share ratio
should consider the following:
Initial public offerings (IPOs): The average
price of an offering in the U.S. public equity
markets is generally between $15 and $35.
This range encourages both the retail and
institutional investors to actively participate in
the offering. Private placement offerings are
generally a bit lower, between $10
and $30.
Liquidity and investor demand: Liquidity
is enhanced when there is a significant
number of DRs eligible for trading in the
United States. In a U.S. public offering, retail
and institutional investors are more likely to
buy DRs that are perceived to be liquid and
fairly priced.
Investor psychology: While the
fundamentals may be the same, a U.S.
investor typically prefers to buy 100 shares
of a $30 stock instead of 10 shares of a
$300 stock.
The role of depositary receipts in mergers
and acquisitions
For years, non-U.S. companies have been
successfully using DRs to finance mergers
and acquisitions. Examples include Vodafone’s
purchase of AirTouch in 1999 and HSBC’s
purchase of Household Finance in 2003.
A U.S.-listed DR program allows
acquisitive non-U.S. companies to establish a
dollar value for their equity to be issued in
connection with an acquisition. This helps to
remove potential objections by U.S. owners to
receiving “foreign” non dollar-denominated
shares. In short, DRs offer flexibility to non-
U.S. companies acquiring U.S. companies as
they make the equity component attractive
and viable. In 2004, a DR program was
created as the result of a notable merger in
France: Sanofi and Aventis joined forces to
create Sanofi-Aventis, one of the world’s
largest pharmaceutical companies.
Benefits to an issuer
Establishing a DR program allows an issuer to
raise capital and expand the market for its
shares through broadened exposure, which
may improve liquidity and ultimately share
valuation. A DR program also heightens the
visibility of the company's products or services
in a marketplace outside its home country.
Additionally, DRs can enable employees of
U.S. subsidiaries to invest in the parent
company more easily.
Benefits to an investor
DRs offer tangible benefits to investors
seeking to diversify their portfolios globally.
First, DRs are quoted in and pay dividends in
U.S. dollars. Second, DRs clear and settle
according to international standards, reducing
the risk of settlement failure. Moreover, DRs
typically eliminate global custodian
safekeeping charges.
Conclusion
Depositary Receipts are a win/win proposition
for global financial markets, offering
measurable benefits to issuers and investors.
DRs offer ready access to capital, broad
exposure and a vehicle for establishing
Establishing a DR program allows an issuer to raise capital
and expand the market for its shares through broadened
exposure, which may improve liquidity and ultimately
share valuation.
32 A guide for European companies to listing on the U.S. securities markets
commitment to the U.S. and global markets.
At the same time, U.S. investors use DRs to
access a wider range of companies and
industries than they can domestically, all
without the typical hassles associated with
international investing. As a result, the DR
market appears well-positioned for continued
expansion in the years to come.
This information and data are provided for
general informational purposes only. The Bank
of New York does not warrant or guarantee the
accuracy, timeliness or completeness of this
information or data. We provide no advice nor
recommendation or endorsement with respect
to any company or security. We do not
undertake any obligation to update or amend
this information or data. Nothing herein shall
be deemed to constitute an offer to sell or a
solicitation of an offer to buy securities.
Role of depositary receipts
We know the issues - international equities can broaden your investment opportunities and diversify
your portfolio but unfamiliar practices, fees and languages can minimize their appeal. Depositary
receipts are the ideal solution. They trade just like U.S. shares, reports are in English and quotes and
dividends are in U.S. dollars. And with more than 2,000 depositary receipts available from 65 countries,
you can tap into overseas markets with ease. Our specialists are ready to tell you how.
As the leading depositary bank, The Bank of New York manages nearly two-thirds of all sponsored
depositary receipt programs. We address the needs of international issuers, investors and financial
intermediaries alike and facilitate depositary receipt establishment, trading and investment in every
corner of the globe. If you’re interested in the international equity markets, we’re in your corner.
People think
international investing
is difficult…until they
talk to our depositary
receipt experts.
This information is for general information purposes only. The Bank of New York provides no advice and makes no recommendation or endorsement
with respect to any company or securities. Nothing herein shall constitute an offer to sell or a solicitation of an offer to buy securities.
©2005 The Bank of New York
Christopher Sturdy
Managing Director
Division Head
1 212 815 2095
csturdy@bankofny.com
www.adrbny.com
Michael Cole-Fontayn
Managing Director
44 20 7964 6318
mcolefontayn@bankofny.com
We Should Talk.SM

Depositary Receipts
Handbook
- 1 -
CONTENTS
Section
1 Background 2
2 Why DRs? 4
3 Types of DRs 6
4 Listing Requirements 11
5 US Securities and Exchange
Commission Compliance
14
6 Other Considerations 16
7 What Benefits does Deutsche Bank
offer?
18
8 Contacts 21
- 2 -
1
BACKGROUND
ADRs
Historically, American Depositary Receipts (ADRs) were the first type of depositary receipt to
evolve. They were introduced in 1927 in response to a law passed in Britain, which prohibited
British companies from registering shares overseas without a British-based transfer agent. UK
shares were not allowed physically to leave the UK, and so, to accommodate US investor
demand, a US instrument had to be created; this was called an American Depositary Receipt.
ADRs assumed their present form in 1955, when the Securities and Exchange Commission
(SEC) established its Form S-12 for registering all depositary receipt programs. Form S-12 was
later replaced by Form F-6, which is still in use today.
ADRs are US dollar denominated negotiable instruments issued in the US by a depositary bank
(eg Deutsche Bank), representing ownership in non-US securities, usually referred to as the
underlying ordinary shares. ADRs enable US investors to acquire and trade non-US securities
denominated in US dollars without concern for the differing settlement timetables and the
problems typically associated with overseas markets. They also provide non-US companies with
access to the US capital markets, the largest domestic investor base in the world.
Capital raising and non-capital raising ADRs
There are several types of ADR, each of which involves a different level of disclosure of
information and compliance with the regulations of the SEC. But perhaps the most important
distinction for issuers of ADRs is that some structures allow the company to raise capital in the
US, while others simply provide a mechanism which makes it easy for US investors to buy and
trade existing shares.
Global Depositary Receipts (GDRs)/European Depositary
Receipts (EDRs)
In the last few years, the depositary receipt concept has developed considerably. Issuers in a
variety of countries have realised that there are advantages in making their stock available in a
form convenient not only to US investors but also, or alternatively, to investors in the
Euromarkets or elsewhere. This has prompted the development of European Depositary
Receipts (EDRs) and Global Depositary Receipts (GDRs).
The EDR accesses the Euromarkets but not the US market. It settles and trades through the
Euromarket clearing systems, Euroclear and Clearstream, and may be listed on a European
Stock Exchange, normally London or Luxembourg.
A GDR will access two or more markets, usually the Euromarkets (like an EDR) and the US (like
an ADR). GDRs are often launched for capital raising purposes, so the US element is generally
either a Rule 144(a) ADR or a Level III ADR, depending on whether the issuer aims to tap the
private placement or public US markets. However, we have also pioneered the non-capital
raising Unsponsored and Level I GDR.
- 3 -
EDRs and GDRs are generally denominated in US dollars, but may be denominated in any
currency. They represent the underlying shares in exactly the same way as ADRs, and make it
possible for foreign investors to trade in the issuing company's stock without the problems
associated with custody and settlement in foreign markets.
Buying and Selling DRs
If an investor wishes to purchase shares in a foreign company, he can either buy the foreign
shares in the local market through a broker in that country or, providing the foreign company in
question has a DR program, the investor can request his broker to buy DRs. The broker may
either purchase existing DRs or, if none are available, he may arrange for a depositary bank (e.g
Deutsche Bank) to issue new ones.
The process for issuing new DRs is very simple. The investor's broker contacts a broker in the
issuing company's home market and acquires shares in that company. These shares are then
deposited with the depositary bank's local custodian. Upon confirmation that the custodian has
received the shares, the depositary issues the requisite number of DRs to the investor via the
broker.
In some exceptional cases there may be restrictions on the issuance of new DRs under existing
programs (eg Indian GDR programs) because of local regulations.
DRs can be sold in DR form, in which case they trade and settle like other US or Euro securities.
They can also, however, be cancelled. In this case the broker acting on behalf of the owner of the
DRs will request the depositary bank to cancel the DRs and release the underlying shares to a
domestic broker in the issuing company's home market. The domestic broker will then sell the
shares locally and the proceeds will be remitted to the investor who cancelled those DRs.
· DRs certify that a stated number of underlying shares have been deposited with the
depositary's custodian in the foreign country.
· DR holders are entitled to all the dividends payable on the underlying foreign shares and,
furthermore, to have these paid in the currency in which the DRs are denominated - usually
US dollars.
· The DRs may be bought or sold through investors' own brokers, and they clear and settle
through the Depository Trust Company (DTC) for ADRs, through Euroclear and Clearstream
for EDRs and through all three (and possibly other clearing systems) in the case of GDRs,
depending on which markets they access.
Shareholder information such as annual reports, notices of general meetings and corporate
actions, and official news releases are provided by the issuer to the depositary and to the receipt
holders, either direct or through the local custodian.
The investor is thus spared the costs and difficulties often encountered when direct investment is
made in local markets, where currency, settlement, and linguistic problems may be compounded
by an excessive number of intermediaries.
- 4 -
2
Why DRs?
WHY DO INVESTORS BUY DRs?
US investors have become increasingly interested in overseas markets as a result of their higher
yields compared to the US equity market over recent years.
International investors are also eager to diversify their portfolios, both geographically and by
industry sector, in order to increase their returns while spreading their risk. They have long been
active in the debt markets, as evidenced by the vast size of the Euromarkets, and sophisticated
international clearing systems have been developed to handle Euro instruments. Until recently,
however, cross-border equity investments have involved all the currency, settlement and
linguistic problems which occur when dealing with overseas equity markets.
Building on the concept of the ADR, investment banks developed the EDR/GDR to solve these
problems for international investors.
Some of the factors contributing to the appeal of DRs to international investors:
· They offer investors a convenient means of holding foreign shares.
· They simplify the trading and settlement of foreign equities. DRs trade and settle just like US
or Euro securities.
· They offer lower trading and custody costs when compared with shares bought directly in the
foreign market.
· Many US bank and pension fund portfolios may be prohibited by their charters from
purchasing foreign securities. ADRs, however, are recognised as US domestic securities.
· ADRs, and normally GDRs too, are denominated in US dollars. Dividend payments on the
underlying shares are converted into US dollars by the depositary bank. These features
minimise foreign exchange problems for international and US investors.
- 5 -
WHY DO COMPANIES LAUNCH DR PROGRAMS?
ADRs
ADR programs are becoming ever more attractive to non-US corporations, as the most effective
means of entering the important US market. Furthermore, certain types of ADR programs permit
capital raising in the US, and the amount of new capital raised through ADRs has risen, from
USD 2.5 billion in 1990 to over USD 27.7 billion in 2000. ADRs have also taken on increasing
importance in cross border merger and acquisition activity.
Advantages to a non-US corporation of initiating an ADR program:
· An ADR program provides a simple means of diversifying a company's shareholder base and
accessing the important US market.
· It may increase the liquidity of the underlying shares of the issuer.
· ADRs can be used as an equity financing tool in both M&A transactions and ESOPs
(Employee Stock Ownership Plans) for US subsidiaries.
· An ADR program helps to increase a non-US company's visibility and name recognition in
the important US investor community.
· A company may raise capital in the US market through some types of ADR program.
EDRs/GDRs
The advantages of an EDR/GDR program are similar to those of an ADR program. An EDR
program gives access to the vast pool of international capital, while a GDR combines this with
access to the domestic US market.
This allows capital raising on a scale, which could be difficult in some domestic market’s, and in
the case of an EDR avoids all the US SEC reporting and registration requirements associated
with ADRs.
Advantages to a non-US corporation of initiating an EDR/GDR program:
· A DR program provides a simple means of diversifying the company's shareholder base and
of tapping the global capital markets.
· It allows capital raising on a scale which might prove impossible in the local market.
· It increases the issuer's visibility and name recognition in the international markets, which may
enhance knowledge of its products and ease the path of future capital raising exercises.
A USEFUL STRUCTURING TOOL
While DRs are generally used to make equity more widely available or to raise capital outside the
issuer's domestic market, they can also be used as part of many other financing structures. The
concept of a receipt trading in one market, which represents an instrument held in custody in a
different market, can be adapted to a wide variety of transactions.
- 6 -
3
Types of DRs?
There are a variety of DR program types. These can be divided into capital raising and noncapital
raising structures. The type of program used will depend on the requirements of the
issuer, the features of the issuer's domestic market and on investor attitudes.
A third type of DR program is known as "unsponsored". This differs from other types in that the
company whose shares are represented by unsponsored DRs is not involved in setting up the
program.
We deal with the three different types of DR in three separate sections of this chapter.
SECTION ONE
NON CAPITAL RAISING DRS
ADR TYPE GDR STRUCTURE POSSIBLE?
Sponsored Level I Yes
Sponsored Level II Yes
1. SPONSORED ADR PROGRAM - LEVEL 1
A Level I sponsored ADR program is the easiest and least expensive means for a
company to provide for issuance of its shares in ADR form in the US. A Level I program
is initiated by the issuer and involves the filing of an F-6 registration statement, but
allows for exemption under Rule12g 3-2(b) from full SEC reporting requirements. (See
chapter 6 for details of Form F6, Rule 12g 3-2(b)). The issuer has a certain amount of
control over the ADRs issued under a sponsored Level I program, since a depositary
agreement is executed between the issuer and one selected depositary bank. Level I
ADRs can however only be traded over-the-counter and cannot be listed on a national
exchange in the US.
Advantages of a Level I ADR program:
· It avoids full compliance with the SEC's reporting requirements.
· By working with a single depositary bank, the issuer has greater control over its ADR
program than would be the case with an unsponsored program.
· The depositary acts as a channel of communication between the issuer and its US
shareholder base. Dividend payments, financial statements and details of corporate
actions will be passed on to US investors via the depositary.
· The depositary bank maintains accurate shareholder records for the issuer and can, if
requested, monitor large stock transactions and report them to the issuer.
· Set-up costs are minimal and all transaction costs are absorbed by the ADR holder.
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· It is easy and relatively inexpensive to upgrade the program to Level II or III as the
issuer and depositary bank do not have to negotiate cancellation of unsponsored
ADRs with several depositaries, as would be the case if upgrading an unsponsored
program.
Disadvantages of a Level I ADR program:
· It cannot be listed on any of the national exchanges in the US. As a result, investor
interest might be somewhat restricted which may limit the issuer's ability to enhance
its name recognition in the US.
· Capital raising is not permitted under a Level I program.
2. SPONSORED ADR PROGRAM - LEVEL II
A sponsored Level II ADR must comply with the SEC's full registration and reporting
requirements. In addition to filing an F-6 registration statement, the issuer is also
required to file SEC Form 20-F (see chapter 6 for details) and to comply with the SEC's
other disclosure rules, including submission of its annual report which must be prepared
in accordance with US Generally Accepted Accounting Principles (GAAP).
Registration allows the issuer to list its ADRs on one of the three major national stock
exchanges, namely the New York Stock Exchange (NYSE), the American Stock
Exchange (AMEX), or the National Association of Securities Dealers Automated
Quotation (NASDAQ) Stock Market, each of which has reporting and disclosure
requirements.
Level II sponsored programs are initiated by non-US companies to give US investors
access to their stock in the US. As with a Level I program, a depositary agreement is
signed between the issuer and a depositary bank. The agreement defines the
responsibilities of the depositary, which usually include responding to investor enquiries,
mailing annual reports and other important material to shareholders and maintaining
shareholder records.
Advantages of a Level II ADR program:
· It is more attractive to US investors than a Level I program because the ADRs may
be listed on one of the major US exchanges. This raises the profile of the ADR
program to investors, thus increasing the liquidity and marketability of the securities.
· Listing and registration also enhance the issuer's name recognition in the US.
· US disclosure regulations for large investors enable the issuer to monitor the
ownership of its shares in the US.
Disadvantages of a Level II ADR program:
· More detailed SEC disclosure is required than for a Level I program. For example,
the issuer's financial statements must conform to US Generally Accepted Accounting
Principles (GAAP), or else a detailed summary of the differences in financial
reporting between the home country and the US must be submitted.
· SEC regulations do not permit a public offering of ADRs under a Level II program.
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· It is more expensive and time-consuming to set up and maintain a Level II program
than a Level I program because of the more stringent reporting requirements and
higher legal, accounting and listing costs.
SECTION TWO
CAPITAL RAISING DRs
ADR TYPE GDR STRUCTURE POSSIBLE?
Sponsored Level III Yes
Rule 144a Yes
(No ADR element) EDR
3. SPONSORED ADR PROGRAM - LEVEL III
Level III sponsored ADRs are similar to Level II ADRs in that the issuer initiates the
program, deals with one depositary bank, lists on one of the major US exchanges, and
files Form F-6 and 20-F registration statements with the SEC. The major difference is
that a Level III program allows the issuer to raise capital through a public offering of
ADRs in the US and this requires the issuer to submit a Form F-1 (see chapter 6 for
description) to the SEC.
Advantages of a Level III ADR program:
· All of the advantages of a Level II program.
· It permits public offerings of ADRs in the US which can be used for a variety of
purposes, for example the raising of capital to finance acquisitions or the
establishment of an Employee Stock Ownership Plan (ESOP) for the issuer's US
subsidiary.
Disadvantages of a Level III ADR program:
· SEC reporting is more onerous than for Level I or II programs.
· The costs of setting up and maintaining a Level III program can be high. Set-up
costs, which would include listing, legal, accounting, investor relations and "road
show" costs, might amount to approximately US$ 300,000 to US$ 500,000.
4. RULE 144(a) ADRs (RADRs)
Rule 144(a) ADRs, or restricted ADRs (RADRs) are simply privately placed depositary
receipts which are issued and traded in accordance with Rule 144(a). This rule was
introduced by the SEC in April 1990 in part to stimulate capital raising in the US by non-
US issuers. Some of the former restrictions (under Rule 144) governing resale of
privately placed securities (or "restricted securities") have been lifted under Rule 144(a),
providing the sale is made to "qualified institutional buyers" (QIBs), with the aim of
adding liquidity to the private placement market. A QIB is currently defined as an
institution, which owns and invests on a discretionary basis at least US$ 100 million (or,
in the case of registered broker-dealers, US$ 10 million) in securities of an unaffiliated
entity. At present there are believed to be in excess of 4000 QIBs but the SEC may
decide to broaden the definition of a QIB to allow a larger number to participate in the
Rule 144(a) market.
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Non-US companies now have easy access to the US equity private placement market
and may thus raise capital through the issue of restricted ADRs without conforming to
the full SEC registration and reporting requirements. Additionally the cost of issuing
Rule 144(a) ADRs is considerably less than the cost of initiating a Sponsored Level III
ADR program.
In June 1990, the National Association of Securities Dealers (NASD) established a
closed electronic trading system for RADRs called "PORTAL" (Private Offerings,
Resales and Trading through Automated Linkages). This system is designed to provide a
market for privately traded securities such as RADRs and access to it is available to
both investors and market makers.
Advantages of RADRs:
· ADRs offered under Rule 144(a) do not have to conform to full SEC reporting and
registration requirements. QIBs may demand certain financial disclosure, however,
unless the reporting exemption under Rule 12g 3-2(b) has been granted.
· RADRs provide a cheaper means of raising equity capital than through a public
offering and they can be issued more easily and quickly.
· RADRs can be launched on their own or as part of a global offering.
· They can be traded through the NASD's "PORTAL" system and they clear through
the DTC.
Disadvantages of RADRs:
RADRs cannot be created for classes of share already listed on a US exchange.
RADRs can only be sold in the US to QIBs. Although there are in excess of 4000
potential QIBs, the RADR market is not as liquid as the public US equity market.
5. EUROPEAN DEPOSITARY RECEIPTS AND GLOBAL DEPOSITARY
RECEIPTS (EDRs and GDRs)
With the global integration of the major securities markets, it is now commonplace to
have fungible securities listed and cleared in more than one market. The links that exist
between Euroclear and Clearstream in Europe and DTC in the US allow for efficient and
trouble-free settlement of securities between these two major markets.
Just as ADRs allow non-US issuers to access the important US market, European
Depositary Receipts allow issuers to tap the Euromarkets. GDRs, far more common than
EDRs, give access to two or more markets, most frequently the US market and the
Euromarkets, with one fungible security. EDRs and GDRs are most commonly used
when the issuer is raising capital in the local market as well as in the international and
US markets, either through private placement or public offerings.
The US component of a GDR is normally structured either as a Level III ADR with full
disclosure and reporting to the SEC, or privately placed under Rule 144(a), in which case
full compliance with the SEC's onerous reporting and registration requirements is
avoided.
TWO DIFFERENT GDR STRUCTURES
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When GDRs are structured with a Rule 144(a) offering for the US and a "Regulation S"
offering for non-US investors, there are two possible options for the structure.
Unitary Structures
Under a unitary structure, a single class of DRs is offered both to QIBs in the US and to
offshore purchasers outside the issuer's domestic market, in accordance with Regulation
S. All DRs are governed by one Deposit Agreement and all are subject to deposit,
withdrawal and resale restrictions.
Bifurcated Structure
Under a bifurcated structure, Rule 144(a) ADRs are offered to QIBs in the US and
Regulation S DRs are offered to offshore investors outside the issuer's domestic market.
The two classes of DRs are offered using two separate DR facilities and two separate
Deposit Agreements. The Regulation S DRs are not restricted securities, and can
therefore be deposited into a "side-by-side" Level I DR program, and are not normally
subject to restrictions on deposits, withdrawals or transfers. However, they may be
subject to temporary resale restrictions in the US.
Advantages of EDRs/GDRs:
· EDRs/GDRs can be launched as part of a private or public offering.
· They allow a single fungible security to be placed in one or more international
markets, thus giving access to a global investor base.
· They may allow the issuer to overcome local selling restrictions to foreign share
ownership.
· GDRs are eligible for settlement through Clearstream, Euroclear and DTC.
Disadvantages of EDRs/GDRs:
· If the US tranche of a GDR is structured as a Rule 144(a) private placement, the
disadvantages of an RADR program will apply. If it is structured as a Level III
program, the reporting and cost features of such programs will apply.
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4
Listing Requirements
WHERE TO LIST
One of the more important decisions facing a prospective issuer of DRs is determining where to
list them. Listing on a recognised stock exchange is important partly because many institutional
investors are required to limit their investment in unlisted securities. Critical factors such as
share liquidity, visibility, listing costs and funding requirements must be carefully evaluated
before the exchange which best suits the issuer's needs can be selected. In order to ensure that
the correct decision is reached, the prospective issuer should hold in-depth discussions with the
major exchanges. We would be happy to introduce issuers to representatives of the various
exchanges in the US and in Europe.
The type of DR program desired will determine what listing options are available. For example,
a listing on one of the three national US exchanges, the New York Stock Exchange (NYSE), the
American Stock Exchange (AMEX) or NASDAQ, is only possible for Level II and Level III ADRs.
We set out below a summary of the differences between the "over-the-counter" market and the
major US exchanges, and information on the London and Luxembourg Stock Exchanges where
most GDRs are currently listed.
This is followed by details of the minimum requirements for listing on each exchange and their
respective listing charges.
US LISTINGS - ADRs
THE OVER-THE-COUNTER MARKET
Over-The-Counter (OTC) market trades are listed in the "Pink Sheets". The Pink Sheets are
published daily by the National Quotation Bureau and represent a non-automated listing of
stocks, which trade outside the three major exchanges. Listing fees are paid by the brokerdealer
who seeks the listing.
The broker-dealer must file a National Quotation Form 211, which includes updated financials of
the company and other relevant information. Listing on the "Pink Sheets" is available for
sponsored Level I and unsponsored ADR programs, while a listing on NASDAQ, AMEX or the
NYSE is only available to Level II and III sponsored programs.
THE NATIONAL EXCHANGES
Issuers of Level II or III sponsored ADRs will benefit in several ways from a listing on any one of
the three national exchanges. The increased visibility to the US investment community, which a
listing provides, together with access to the automated trading and efficient market pricing
available on the national exchanges, should lead to a significant expansion of the issuer's
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investor base. Importantly, listing fees for ADRs are generally less expensive than those for
ordinary shares in the US.
A description of the three exchanges follows:-
· NASDAQ (NATIONAL ASSOCIATION OF SECURITIES DEALERS AUTOMATED
QUOTATION)
NASDAQ, the first electronic stock market, operates a system of competing market makers
linked to investors by sophisticated telecommunications networks.
There are two options for listing; the Small Cap Market which, as its name implies, caters for
smaller companies, and the National Market System, where the majority of NASDAQ
securities are listed.
While criteria for listing on these two markets differ, the ADR listing charges are very similar.
The NASD also operates PORTAL, the market for securities issued under Rule 144(a).
· AMEX (AMERICAN STOCK EXCHANGE)
AMEX operates an auction market system, intended to facilitate trading between buyers and
sellers with minimum intervention from professional dealers. Each listed stock is handled by
a specialist unit.
There are special listing requirements for non-US issuers, with "Alternate" requirements
intended to cover companies which are financially sound but which, because of the nature of
their business, would not qualify under the "Regular" requirements.
· NYSE (NEW YORK STOCK EXCHANGE)
The NYSE, like AMEX, operates an auction market system where stock prices are
determined largely by public orders competing with each other. By value of shares listed and
by volume of trading, the NYSE is the largest exchange in the United States.
Foreign companies listing on the NYSE can choose to qualify either under the "Alternate
Listing Standards" designed specifically for non-US corporations, or under the "Original" or
"Alternate Original" standards which apply to US domestic corporations.
Each of the exchanges sets additional standards concerning corporate governance. However,
non-US corporations may be exempted from these requirements upon application. Confidential
meetings can be arranged with the exchanges in advance of any decision-making to discuss
specific concerns or exemptions.
EUROPEAN LISTINGS
LONDON AND LUXEMBOURG
At the time of writing, most GDRs have consisted of a Rule 144a offering in the US and a
Euromarket element. With these instruments there is no listing in the US, but many are listed in
London or Luxembourg, the traditional exchanges for listing euromarket instruments.
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A listing on a recognised stock exchange adds to the visibility of the issue and provides a wider
potential market; many institutional investors have limits on the number of unlisted securities, or
securities which are not listed on certain specified exchanges, in which they can invest.
Both the London and Luxembourg Stock Exchanges list GDRs, and since both are governed by
the same European Union directive, their listing requirements are broadly similar. The
differences lie mainly in the level of disclosure, the ease and speed with which listings can be
obtained and the level of visibility afforded by the listing.
Listings on the London Stock Exchange are generally arranged by the Lead Manager of the GDR
issue acting as Listing Agent, while for Luxembourg the Listing Agent must be a Luxembourg
bank with a seat on the Luxembourg Stock Exchange. This is not normally a service the Lead
Manager of the GDR issue can provide directly.
A listing on the London Stock Exchange makes it easier for a GDR to be quoted on SEAQ
International, the exchange's electronic price quotation service, although such a listing is not
a requirement for trading on SEAQ.
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5
US Securities and Exchange
Commission Compliance
ADRS, ADR ELEMENTS OF GDRS
The following table outlines the different filings required by the SEC in the US, the way
ADRs are traded and whether new capital can be raised, according to the type of ADR
program issued:
Type of
Program
SEC Filing
Required
Trading
Raising
Capital
Level I
Sponsored
Level II
Sponsored
Level III
Sponsored
Rule 144(a)
F-6
12g 3-2(b)
F-6
20-F
F-6
20-F
F-1
N/A
OTC
NYSE
AMEX
NASDAQ
NYSE
AMEX
NASDAQ
PORTAL
No
No
Yes
Yes
T GDR - Filings for any US tranche will depend on which structure is chosen:
normally a Level III or Rule 144(a) program.
Exemption from Supplying Information: Rule 12g 3-2(b)
Under certain circumstances, the SEC exempts non-US corporations wishing to trade their
shares in the US from the full reporting burden. The Information Supplying Exemption, also
known as Rule 12g 3-2(b), can be obtained by those non-US corporations that are not seeking a
listing on a national exchange and are not intending to launch a public offering of their securities.
In order to gain exemption, a company must do the following:
· Send a letter to the SEC outlining its intentions.
· Send whatever information that is (1) made or required to be made public in its home
country, (2) required to be filed with a stock exchange on which its securities are traded or,
(3) distributed or required to be distributed to its shareholders.
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· The SEC be placed on the company's mailing list. All important future public information
must be made available to the SEC.
Information supplied to the SEC under this exemption is not technically "filed" with the SEC and
the non-US corporate does not therefore make itself liable under the Exchange Act's provisions
against filing false or misleading statements. Agreeing to supply information under this
exemption does not in any way render a non-US corporate subject to the Exchange Act.
Form F-6
Form F-6 is used for the registration of depositary shares as evidenced by ADRs (or GDRs) that
are issued by a depositary bank against the deposit of securities of a foreign issuer under the
Securities Act of 1933. The information is prepared by the company under the guidance of the
depositary bank at the inception of either an unsponsored or sponsored program.
Form 20-F
A Form 20-F is filed as a registration statement/annual report by issuers of Level II or III
sponsored ADRs/GDRs. It is a comprehensive report of all material business activities and
financial results and must comply with US GAAP. The Form 20-F consists of four distinct parts.
Part I requires a full description of the issuer's business, details of its property, any outstanding
legal proceedings, taxation and any exchange controls that might affect security holders. Part II
requires a description of any securities to be registered, the name of the depositary bank for the
DRs and all fees to be charged to the holders of DRs. Part III requires information on any
defaults upon senior securities. Part IV requires various financial statements to be submitted.
Form F-1
Foreign issuers planning a public offering in the US via a Level III DR program must register the
proposed new securities by filing Form F-1. This form requires the following information to be
included in the prospectus: use of proceeds, summary information, risk factors and ratio of
earnings to fixed charges, determination of offering price, dilution, plan of distribution,
description of securities to be registered, name of legal counsel and disclosure of commissions.
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6
Other Considerations
Investor Relations
A prospective DR issuer needs to understand the functions performed by an investor relations
(IR) firm and how IR can enhance the success of a DR program. An investor relations firm can
provide valuable services both prior to and following the launch of a program.
Before launch, it is important for the issuer to realise that "road-show" information provided to
international investors may need to be markedly different from that supplied to investors in the
issuer's home market. To make a road-show successful and to justify its cost, an investor
relations firm will undertake market research which will give the issuer insight into investors'
perceptions and attitudes, their portfolio strategies, the type of information they would expect
from the issuer and how and when it should be provided. With this knowledge, the issuer is in a
better position to develop a road-show specifically targeted at those investors having the
greatest interest in its DRs.
The decision to employ an IR firm will be influenced by a company's particular needs, interests
and objectives. For example, a retail oriented company may wish to emphasise broad-based
advertising and public relations activities which enhance name recognition. A major wholesale
or manufacturing company on the other hand may be more concerned with reaching the
specialist analysts and institutional investors through a series of very targeted road-shows. An
issuer contemplating a Level III program would be more likely to benefit from an extensive
investor relations campaign than one opting for a Level I program. However, a smaller scall IR
campaign for a Level I or Level II issuer could significantly enhance liquidity and contribute to
the program's overall success.
Ideally, a prospective issuer should appreciate how an investor relations firm can contribute to
the success of its DR program before deciding whether, or to what extent, to engage an IR firm.
GAAP Conversion (Level II and Level III ADR Programs)
The process of converting financial statements to the US standard of Generally Accepted
Accounting Principles (GAAP) can be complex but depends on the compatibility of accounting
procedures in the issuer's home country with those of the US. Regulated industries such as
banking may find the costs of conversion more onerous than those companies in less regulated
sectors.
Tax Compliance
US Tax
Non-US companies are not responsible for complying with the US tax requirements regarding
dividend payments made in the US under their DR program. The depositary bank handles any
such issues.
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Local Tax
The depositary provides registered GDR holders with tax certification forms prior to each
payment date and returns them to the issuer so that the correct tax can be deducted according to
local regulations.
Subscription Rights
The right granted to existing shareholders of a company to receive or to subscribe to new shares
under a "rights" or "bonus" issue is also extended to registered ADR holders. However, a US
investor can only take possession of these rights in the US if the issuer undertakes to register the
offering, or if an exemption from registering it is available. In all other cases, the depositary must
arrange to sell the entitlement to the rights in the home country and distribute the cash proceeds
to the ADR holders.
Voting Rights
The non-US company will give notice to the depositary of a sponsored program of when its
annual general meeting will take place. The depositary is responsible for distributing proxy
material to all registered ADR holders of Level II or III programs. The depositary is only obliged
to vote if instructed to do so by the record holder of the ADR. On unsponsored or Level I
sponsored ADR programs, the issuer and/or depositary will decide whether voting rights are to
be offered to ADR holders, and in these cases the depositary will provide information regarding
voting procedures on request.
EDR programs and GDR programs with Rule 144(a) elements can be set up with or without the
provision for DR holders to enjoy voting rights.
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7
What benefits does Deutsche
Bank offer?
Deutsche Bank is one of the largest securities services banks in the world, with a reputation for
providing first class and innovative products.
We offer exceptional benefits to those issuers who choose Deutsche Bank as their depositary.
DR Service Package
Our depositary services "package" provides the following:-
· Original issuance of DRs and provision of Transfer Agency services.
· Recordkeeping and Registrar function.
· Custodian services for the underlying shares.
· Collection and payment of the interest or dividends (including conversion from foreign
currency).
· Corporate actions processing.
· Distribution of the issuing company's financial statements, notices and shareholder
meeting material (proxy forms etc) as requested.
· Cancellation and exchange of DRs for underlying shares and vice versa.
· Mailing of proxy forms, collection and tabulation of DR holder responses and voting on
their behalf, where this applies.
· Answering investors' inquiries and other investor relations services.
· ADR information services to the issuer available via our web site. Information includes
regular reporting of total outstandings and number of ADR holders, changes, trends and
"flowback" levels, monitoring large or unusual transactions and other general information
required by the issuer.
· Tax reporting.
· General program administration.
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Shareholder Relations
Deutsche Bank is particularly proud of the success of its effective shareholder relations unit
which addresses any inquiries shareholders may have. As a depositary, we deal directly with
shareholders on a daily basis. Communication is of the greatest importance, which is why we
place such emphasis on customer service. We also liaise with issuers, so that they are kept
informed of both general market sentiment in the US and, more specifically, the attitudes of the
ADR holders.
Security Holder Relations Unit
Our Security Holder Relations Unit in the US provides timely and accurate responses to written
and telephone inquiries received from ADR holders. Clients and investors can
· The Customer Service Group is a dedicated "telephone unit", which has responsibility for
handling easily answered questions. Our statistics show that over 95% of customers'
inquiries can be resolved immediately over the telephone.
· The Control Group deals with more complex questions requiring extensive research. Our
systems provide tracking of inquiries and reporting on problem types and turnaround
times, all of which can be made available to the issuer.
· The Research Group is staffed by full-time professional researchers who have the
technical expertise to answer complex questions.
· The Security Replacement Group is responsible for replacing lost securities. This unit is
staffed by research professionals who are trained to address the legal and operational
issues associated with security replacement.
The above services help to facilitate a two-way communication between ADR holders and the
issuer. In addition to monitoring comments and inquiries from ADR holders, we can also, if
required, conduct specific ADR holder surveys. In this way we can keep the issuer apprised of
US investor attitudes and concerns.
Deutsche Bank Credentials
We maintain a presence in all major securities markets and are involved in all important aspects
of the securities business. We are experts in international securities settlements, being the
largest member of DTC and a common depositary for Euroclear and Clearstream.
· We have the capacity to cater for the individual needs of each of our clients. Each
program is important to us.
· Our aim is to provide a first class DR service with professional, multilingual administrators.
· We have been actively involved as a depositary for "receipt" products since 1986.
· Deutsche Bank currently acts on over 170 sponsored or unsponsored depositary receipt
programs, and is the fastest-growing depositary.
· We act as depositary on all types of DR structure. We also have the expertise and
flexibility to tailor our service to suit the individual needs of our clients.
· We have the resources and capabilities to handle the most complex structures.
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· Deutsche Bank’s DR unit has offices in New York and London for processing and
administration. We have experience in ADR, GDR and EDR programs of all types, and
the expertise to deal equally easily with programs governed by New York or English law.
· We also have specialist staff located in New York, London, Frankfurt, Hong Kong,
Luxembourg and Nashville for sales assistance and program maintenance, giving
Deutsche Bank the ability to service securities on a global basis.
· We can offer market making and underwriting services on selected DR programs through
Deutsche Bank’s investment banking affiliates. Our research group and dedicated market
makers can help promote liquidity and the success of the program.
Copyright 2003 Deutsche Bank AG (Regulated by the FSA). The information contained herein is based on data obtained
from sources believed to be reliable. However, Deutsche Bank does not make any representations as to its accuracy or
completeness. The information is not intended as an offer or solicitation, or as the basis for any contract for the purchase or
sale of any investment.
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CONTACTS
Akbar Poonawala Mike Hughes
Head of Global Equity Services Global DR Product Manager
New York London
Tel: +1 (212) 250 1303 Tel: +44 (20) 7547 7995
Christian Starck
Customized Client Solutions
New York
Tel: +1 (212) 250 1103
Client Management
Jim Holden Cato Wille
London London
Tel: +44 (20) 7547 3632 Tel: +44 (20) 7547 3773
Michael Jung Curt Lam
Germany Hong Kong
Tel: +49 (69) 910 43540 Tel: +852 220 37868
Bozena Trydos Eleazar Castellanos
New York New York
Tel: +1 (212) 250 1204 Tel: +1 (212) 250 1304
Sameer Shah
Mumbai - Tel: +91 (22) 220 79645
Singapore - Tel: +65 6423 8234
Visit the Deutsche Bank ADR Web site at www.adr.db.com