Quick ADR facts
- ADRs are negotiable US securities that generally represent a company's publicly traded equity or debt.
- They are publicly available to investors on a national stock exchange or in the over-the-counter market.
- They are created when a broker purchases the non-US company's shares on the home stock market and delivers those to the depositary's local custodian bank, which then instructs the depositary bank to issue depositary receipts. (They may also be purchased in the U.S. secondary trading market).
- They facilitate U.S. investor purchases of non-US securities and allow non-US companies to have their stock trade in the United States by reducing or eliminating settlement delays, high transaction costs, and other potential inconveniences associated with international securities trading.
- They are treated in the same manner as other US securities for clearance, settlement, transfer, and ownership purposes. Depositary receipts can also represent debt securities or preferred stock.
- They can either be sold to another US investor or can be cancelled and the underlying shares can be sold to a non-US investor, when the depositary receipt holder sells.
- ADRs facilitate portfolio diversification, risk reduction and international investment, overcoming many of the inherent operational and custodial hurdles of international investing.
There are three levels of ADR programmes:
Sponsored Level I Depositary Receipts
This is the simplest method for companies to access the US and non-US capital markets and they are traded in the US over-the-counter (OTC) market. Level I is the fastest growing segment of the depositary receipt business.
Sponsored Level II and Sponsored Level III Depositary Receipts
Companies that wish to list their depositary receipts on a US stock exchange (NASDAQ, American or New York), raise capital or make an acquisition using securities, use Sponsored Level II or Sponsored Level III depositary receipts. These are exchange-listed securities but do not involve raising new capital. Level III programmes typically generate the most U.S. investor interest because capital is being raised.