Beruflich Dokumente
Kultur Dokumente
International Finance
Vinod Gupta School of Management, IIT, Kharagpur.
Module - 33
International Equity Market and Cross Listing
of Shares
NPTEL
International Finance
Vinod Gupta School of Management, IIT, Kharagpur.
Lesson - 33
International Equity Market and Cross Listing of Shares
Highlights & Motivation:
International fund raising used to be the domain of multinational companies. MNCs not
only source raw material across the world or sell products at many geographical regions,
they also scouting for capital all over the world and raise capital where it is cheaper.
However with globalization and increased cross-border capital flows, smaller companies
are enjoying the benefits of raising capital in the international market. Cross listing of
shares through issuance of depository receipts have become a common occurrence.
Investors appetite for foreign company shares have also increased manifold and
internationalization of equity market across globe is happening at a faster speed.
Though internationalization of equity markets has a broader connotation covering entire
gamut of FDI, portfolio investment by big ticket players like pension funds, hedge funds
and private equity funds and their ilk, this module focuses on equity capital to have been
raised by Indian companies from the international market.
Learning Objectives:
Hence in this chapter, issues related to cross-listing of shares specifically from Indian
companies perspective have been discussed. The topics covered are:
Brief discussion on different types of instruments (both debt and equity Options)
to have been issued by Indian companies in the international market.
NPTEL
International Finance
Vinod Gupta School of Management, IIT, Kharagpur.
33.1 Introduction:
International fund raising used to be the domain of multinational companies. MNCs not
only source raw material across the world or sell products at many geographical regions,
they also scout for capital all over the world and raise capital whereever it is cheaper.
However with globalization and increased cross-border capital flows, smaller companies
are also raising capital in the international market. Greater interaction among financial
markets has enabled companies to access global capital market. Big and small companies
are raising both debt and equity capital from the global market. Cross listing of shares
through issuance of depository receipts have become common occurrence. Investors
appetite for foreign company shares have also increased manifold and internationalization
of equity markets across globe is happening at a faster speed.
Though internationalization of equity markets has a broader connotation covering entire
gamut of FDI, portfolio investment by big ticket players like pension funds, hedge funds
and private equity funds and their ilk, this module focuses on equity capital to have been
raised by Indian companies from the international market.
Even relatively smaller companies are sourcing capital from foreign countries and do not
want to remain restricted to commercial banks and other lenders of home countries as
well as do not want to depend on the domestic equity market. With the globalization of
trade flows, liberalization of restrictive business polices, cross border sourcing of capital
has become hallmark of the day. Just to buttress on this aspect, many Indian companies,
big as well as small ones have tapped international market to raise funds. The following
figure, Figure 33.1 highlights different instruments used by Indian companies to raise
fund
International Fund Raising Options
Debt Capital
Yankee Bonds
Eurobonds
Floating Rate Notes
External Commercial
Borrowings
India Millennium Deposit
India Resurgent Bond
India Development Bond
Equity Capital
Global Depository Receipts
American Depository
Receipts
Indian Depository Receipts
Figure 33.1: Different Types of Debt and Equity Capital Raised by Indian Companies
NPTEL
International Finance
Vinod Gupta School of Management, IIT, Kharagpur.
In a similar token, investors risk appetite is also changing, they are not scared put money
into companies which are not home grown. To diversify their risk, investors are
increasingly getting interested in investing in companies of their choice, irrespective of
their nationality. Emergence of venture capital and private equity investments are
providing added boost to the growth of international equity investment. All over the
world, the policy regulations restricting international flow of capital are also easing, thus
paving the path for integration of capital markets which were hitherto operating insularly.
This process is getting hastened up with increased global M&A activities.
Companies are funded through both debt and equity. International debt market is thriving
over the last 3-4 decades, but slowly international equity market is gaining momentum. In
this session, how Indian companies are sourcing equity capital in the international
market and what are the issues associated with these are discussed.
NPTEL
International Finance
Vinod Gupta School of Management, IIT, Kharagpur.
is converted to the home currency of the DR investor. In other words, the DR investors,
receive the dividend in their home currency. For all practical purpose, these depository
receipts behave like domestic securities.
According to JPMorgan website, which has a comprehensive list of depository receipts
issued all over the world, all together 3248 companies have issued ADRs/GDRs. A
snapshot of the data is given in the table, Table 33.1.
Issue Date
5/29/2002
ADR
Underlying
Exchange
ASX
EN
BRUSSELS
EUR
10/15/2008
Real Estate
ADR
HONG
KONG
HKD
11/4/2008
ADR
ASX
AUD
6/23/2008
Poland
Power Producers
Broadcasting
(TV,Radio,Cable)
GDR
WARSAW
PLN
3/4/1999
Greece
Banks (Major
Regional)
ADR
ATHENS
EUR
10/20/2008
ADR
TOKYO
JPY
1/1/1983
ADR
TOKYO
JPY
3/25/2004
JPY
10/17/2008
CNY
6/30/2006
Company Name
AGENIX LTD
AGFAGEVAERT NV
AGILE
PROPERTY
HOLDINGS LTD
AGL ENERGY
LTD
Country
Australia
Type
ADR
Belgium
Sector Name
Biotechnology
Photography/
Imaging
Hong
Kong
AGORA SA
AGRICULTURA
L BANK OF
GREECE
AIDA
ENGINEERING
LTD
Australia
Japan
AIFUL CORP
AIOI
INSURANCE
CO LTD
Japan
Machinery
Consumer
Finance
Japan
Insurance
(Life/Health)
ADR
China
Airlines
ADR
TOKYO
HONG
KONG
France
France
New
Zealand
Airlines
Chemicals
ADR
ADR
PARIS
PARIS
EUR
EUR
5/5/2004
1/1/1983
Airlines
ADR
NZX
NZD
10/28/2008
Table 33.1 indicates name of the issuer company, which country it belongs to, sector
name, whether issued ADR/GDR, home country exchange name, currency denomination
of underlying shares, and ADR/GDR issue date.
At this point, it is important to understand why foreign company equity shares listed in a
domestic stock exchange is known as depository receipts. When a foreign company lists
NPTEL
International Finance
Vinod Gupta School of Management, IIT, Kharagpur.
its shares in a domestic stock exchange, it cannot directly list its equity shares. The
reasons for so are as follows:
As the equity shares are denominated in home currency of the foreign company, the
domestic investor may not be interested to trade in the issuers home currency. For
example, an investor from UK will not be interested to invest in ICICI Bank shares
denominated in Indian Rupees, even if it is possible to trade ICICI Bank shares at
London Stock Exchange. By doing so, the investor would take foreign currency risk.
Secondly, investors will not be get his/her own grievances redressed by the regulatory
body of its country as the regulatory body may not have the jurisdiction to govern a
foreign company which is registered in a foreign country. If the investors from the
UK agrees to invest in ICICI bank shares listed in Indian stock exchange ( willing
taking foreign exchange risk), but still can not approach the UK regulator for any
grievance against ICICI bank as the UK regulator may not have any control over
ICICI bank which is listed in India.
To circumvent these two important risks, all foreign equity listing is done through a
depository which is a registered body in the home country of the investor. In fact, the
depository is liable for any misconduct by the foreign company and the regulatory body
of the investor can penalize the depository. The depository ensures that the foreign
company abides by the listing and other regulatory requirements put forwarded by home
country regulators from time to time.
Before issuing DRs, the foreign company has to first appoint depository which is a
registered body in the domestic market. The foreign company issues equity shares to the
depository, which in turn issues depository receipts which are listed and traded in
domestic stock exchange.
For example, Deutsche Bank is the depository bank of Infosys ADR program. It is
important to note that these depository receipts are denominated in the home currency of
investors. For example, Infosys shares are quoted and traded in Indian Rupees in Indian
stock exchanges, but Infosys ADRs are listed and traded in US Dollar in US stock
exchanges.
NPTEL
International Finance
Vinod Gupta School of Management, IIT, Kharagpur.
33.3.1
Benefits to Issuers
Companies are able to raise capital denominated in USD and that to huge amount
of capital which may be difficult to raise from the issuers home country.
By issuing securities in a new market, it is able to expand the investor base.
When a foreign companys share listed in a domestic market, analysts in the
domestic market start analyzing the company, its product, its market share etc.,
thus indirectly helping in advertising the company.
When a foreign companys shares are listed in a domestic exchange and the
foreign company wants to acquire another domestic company, then share swap
can be an option for the foreign company. In fact many Indian companies having
ADRs have swapped ADRs to acquire US based companies. The US investors
would have no problem adding ADR to their portfolio. Without the ADRs,
swapping domestic shares are not feasible as US investors may not be interested
to hold shares of foreign company which is listed in foreign companys home
country. Precisely for this reason, ADRs are known as M& A Currency. The
report prepared by Citigroup titled ADRs in the M&A environment (available at
http://wwss.citissb.com/adr/pdf/ma0701.pdf) highlights the benefit of ADRs.
This report mentions that If a non-US company wants to make a US acquisition
using equity, ADRs offer the most direct method. ADRs trade like US
instruments. They can be held by investors prohibited from entering foreign
markets.
NPTEL
International Finance
Vinod Gupta School of Management, IIT, Kharagpur.
33.3.2
Companies have to pay for the, depository fee, listing fee, audit fee and also
companies have to recast their annual report as per the GAAP of the foreign
country. This cost can be substantial, specifically for an Indian company where
the DR costs are denominated in USD.
Annual Fees
Table 33.2 B
No. of Shares/ADSs Annual Fee
Up to 10 million
$30,000
10+ to 50 million
$37,500
50+ to 75 million
$42,500
75+ to 100 million
$50,000
100+ to 150 million $50,000
Over 150 million
$50,000
So an Indian company intending to list ADRs in may have to annually spend 15-25 lakh
rupees. Table 33.2A and Table 33.2B have been taken from NASDAQ listing fee
document available at http://www.nasdaq.com/about/nasdaq_listing_req_fees.pdf.
NPTEL
International Finance
Vinod Gupta School of Management, IIT, Kharagpur.
Investors are able to invest in foreign company shares without taking foreign
exchange exposure.
Investors get the benefit of portfolio diversification without worrying to operate in
foreign market. The article ADRs in the M&A environment (available at
http://wwss.citissb.com/adr/pdf/ma0701.pdf) succinctly summarizes the
benefits of ADRs. US Investors see the ADR as a great way to expand their
portfolio geographically without having the burden of having foreign custody
accounts. Since ADRs are reconciled to US Gaap, they trade, clear, and settle in
accordance with well understood US market practices. They look and feel like
domestic US securities, and maybe thats why 90 percent of ADR trading
involves US buyers and US sellers. Furthermore, those transactions cost the same
as trading US securities. This is significant since it is estimated that the cost for
US investors to clear and settle trades in Europe is 20 times higher than the US.
NPTEL
International Finance
Vinod Gupta School of Management, IIT, Kharagpur.
DRs
Unsponsored
Sponsored
Level I
Level II
Level III
Privately
Placed
DRs can be of two types: Sponsored, Unsponsored depending on whether the actively
involved in the issuance of the DRs or not.
Sponsored ADRs: In a sponsored DR issue, the company solicits depositories to issue
and list DRs in a foreign country exchanges. The DRs are issued by the active
participation of the company. Sponsored DRs also come in three different types: Level I,
Level II, Level III and based on Rule 144A. The issuing company and the depositories
enter into depository agreement before the DRs are issued. The depository receives the
bulk amount of dividend in the foreign companys home currency on behalf the DR
investors and converts the dividend into the investors home currency and then sends
these to the respective DR holder. The depositories also arrange DR holders to exercise
voting rights. For all practical purpose, the depository acts as the front of the DR issuing
foreign company. It is very important to note here that there can be only one depository
for a sponsored DRs issue. The difference among Level I, Level II, Level III and
Privately Placed are discussed after the unsponsored DRs aspects have been discussed.
NPTEL
International Finance
Vinod Gupta School of Management, IIT, Kharagpur.
NPTEL
International Finance
Vinod Gupta School of Management, IIT, Kharagpur.
Sarbanes Oxley Act 2002 was enacted by the SEC of USA after some high ticket
corporate failure ( Enron, Worldcom, Tyco International, Adelphia etc) due to
misreporting of actual facts and figure about companies. This act is also known as Public
Company Accounting Reform and Investor Protection Act as well as popularly SOX
ACT. The act made all public listed companies in USA more accountable and covered a
gamut of issues like auditor independence, corporate governance, internal control
assessment, and enhanced financial disclosure.
Level II and Level III Sponsored ADRs: Level II Depositary Receipts are exchangelisted securities but the issuing company cannot raise capital. In a Level III programs, the
company can list its DRs in foreign stock exchanges as well as raise capital from the
foreign investors. Both Level II and Level III DRs require the company to abide by all
listing and reporting requirement. Level II DRs programs are easier than the Level III DR
programs.
Privately Placed DRs: The issuing company may privately place DRs with QIBs
(Qualified Institutional Buyers). The SEC rules pertaining the issuance and subsequent
trading of these DRs are governed by Rule 144. Hence many-a-times, when these DRs
are issued through this route these are known as Rule 144 category of DRs. Rule 144 A
securities are also known as restricted securities. When investors buy restricted shares,
the DRs Certificates are stamped as restricted. The restricted tag does not allow the
holders to sale these certificates to general public without SEC exempting these from
being restricted shares.
NPTEL
International Finance
Vinod Gupta School of Management, IIT, Kharagpur.
The following table shows sample list of different types and level of DRS issued.
Table 33.3 : Types and Levels of Depository Receipts
Source: http://www.adr.com/BrokerInvestor/drsearch.aspx
NAME
3I GROUP PLC
3SBIO INC
4IMPRINT GROUP
PLC
51JOB INC
7 DAYS GROUP
HOLDINGS LTD
A&D PHARMA
HOLDING NV
A&D PHARMA
HOLDING NV
ABB LTD
EXCHANGE
OTC
NASDAQ
LEVEL
LEVEL I
LEVEL III
SPONSORSHIP
Unsponsored
Sponsored
DEPOSI
TARY
BNY
JPM
TYPE
ADR
ADR
OTC
NASDAQ
LEVEL I
LEVEL III
Sponsored
Sponsored
BNY
JPM
ADR
ADR
NYSE
LEVEL III
Sponsored
CIT
ADR
PORTAL
144A
Sponsored
CIT
GDR
LONDON
NYSE
REGS
LEVEL II
Sponsored
Sponsored
GDR
ADR
ABENGOA SA
ABERTIS
INFRAESTRUCTURAS
SA
ABL BIOTECHNOLOGIES LTD
ABSA GROUP LTD
ACCENTIA
TECHNOLOGIES LTD
OTC
LEVEL I
Unsponsored
CIT
CIT
BNY,
DB
OTC
LEVEL I
Unsponsored
BNY
ADR
LUXEMBOURG
OTC
REGS
LEVEL I
Sponsored
Sponsored
DB
BNY
GDR
ADR
SINGAPORE
REGS
Sponsored
JPM
GDR
ADR
BNY : Bank of New York, JPM : JP Morgan DB : Deutsche Bank CIT : Citibank
Table 33.3 clearly indicates the different levels, different exchanges among the
sponsored/unsponsored exchanges. It is interesting to note here that Bank of New York
and Deutsche Bank have issued unsponsored ADR program for ABENGOA SA of Spain.
NPTEL
International Finance
Vinod Gupta School of Management, IIT, Kharagpur.
2.
3.
ADRs/GDRs refers to
a. When a home country company lists its shares in a foreign stock exchange
denominated in home country currency.
b. When a home country company lists its shares in a foreign stock exchange
denominated in foreign country currency.
c. When a foreign company lists its shares in domestic stock exchange
denominated in foreign companys home currency
d. When a foreign company lists its shares in domestic stock exchange
denominated in domestic currency
i. Only a & c is correct
ii. Only b &d is correct
iii. All correct
iv. None correct
NPTEL
International Finance
Vinod Gupta School of Management, IIT, Kharagpur.
4.
5.
Which type of ADR issue cannot be sold in the stock exchanges to general public.
a.
b.
c.
d.
Level I
Level II
Level III
Private placement of Level III
Short Questions:
1. What role the depository plays in the issuance and maintenance of depository
receipts?
2. What are the main differences between sponsored and unsponsored depository
receipts?
3. What benefits would accrue to an issuer issuing IDR?
4. If an Indian company intends to issue ADR, then which type it should prefer?
Level I, II or III or Private placement?
(ii)
C and D
(ii)
C
D
NPTEL
International Finance
Vinod Gupta School of Management, IIT, Kharagpur.
References:
1. Tim V. Eaton, John R. Nofsinger and Daniel G. Weaver ( 2007), Disclosure and
the cost of equity in international cross-listing,
Review
of
Quantitative
Finance and Accounting, Volume 29, Number 1,pp 1-24
2. H. Kent Bakera, John R. Nofsingera2and Daniel G. Weavera (2002),
International Cross-Listing and Visibility, Journal of Financial and Quantitative
Analysis , Vol. 37, pp:495-521
3. Andreas Charitou, Christodoulos Louca and Stelios Panayides ( 2008), Why do
Firms
Cross-List?
The
Flip
Side
of
the
Issue,
http://www.cass.city.ac.uk/ewgfm43/Papers/10.2louca.pdf
4. ADR Universe details: http://www.adr.com/BrokerInvestor/drsearch.aspx
5. ADR
Arbitrage
:
http://www.business-standard.com/india/news/fiismakingmostarbitrage-opportunities/362131/
6. INSTANEX SKINDIA DR INDEX AND CONSTITUENTS, Source:
http://finance.indiamart.com/markets/gdr/