Page 1

1. Introduction ......................................................................2
2. Depositary Receipts Basics ...................................................3
3. Issuer Services ................................................................. 24
4. Glossary......................................................................... 30
5. Appendices ..................................................................... 40

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Increasing globalization and investor appetite for diversification offer a unique opportunity to companies
looking to tap a new investor base, expand awareness or raise capital. By creating a depositary receipts
program, you gain the flexibility and access you need to achieve your companys strategic goals.
Depositary receipts hold special appeal for investors because they make investing in a company beyond the
investors home borders easy and convenient. This attribute fuels investor appetite, which in turn has
driven explosive growth in the depositary receipt market.
Companies from more than 80 countries have gained new investors outside their home markets
More than 2,100 issuers have issued depositary receipts

More than 900 GDR programs are listed on stock exchanges, typically in London or Luxembourg
Since JPMorgan established the first depositary receipt program in 1927, depositary receipts have gained
widespread popularity as both an investment vehicle and investment option. In particular, investors
appreciate how depositary receipts mitigate the concerns that normally accompany cross-border
investments, such as expensive and complicated transactions and settlement.
*For a comprehensive overview of the entire depositary receipts universe, visit adr.com, part of
JPMorgans central source for information on depositary receipts and international equities.

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While depositary receipt (DR) programs can be structured

in a variety of ways, there are two basic options:
American Depositary Receipt (ADR) programs, which
give companies access to the US capital markets, and
Global Depositary Receipt (GDR) programs, which
provide exposure to the global markets outside the
issuers home market and the institutional investor
market in the US. In this guide, we focus primarily on
establishing a GDR program with a main listing on an
JPMorgan celebrates its 80 years as the first ADR

international exchange such as London or Luxembourg.

Depositary.

The typical GDR structure offers DRs in Europe or other non-US markets pursuant to Regulation S (Reg S)
promulgated under the US Securities Act of 1933. GDRs are listed on a European stock exchange such as
London or Luxembourg and clear through the Euromarkets clearing systems, Euroclear and Clearstream.
GDRs may also be listed on other exchanges, such as Dubai and Singapore. The ability of retail investors to
purchase GDRs will depend on the type and location of the listing. In general, however, GDR offerings are
aimed at institutional investors and depending on the exchange, they can then be purchased by retail
investors in the secondary market.
Some companies chose to combine their GDR offering with an ADR offering into the US markets. In this case,
the ADRs may be publicly listed on a US exchange and offered to retail investors, or most often, privately
placed with Qualified Institutional Buyers (see Glossary) pursuant to Rule 144A. The 144A ADRs would trade
on PORTAL, the 144A exchange, and settle through the Depository Trust Company (DTC). Only QIBs can own
144A ADRs; retail investors cannot participate.
The rise of sophisticated international markets has driven a shift since 2001 toward GDRs as global
corporations increasingly seek to raise capital in the international markets. Changes in US regulations have
also played a role, in part as the initial and annual reporting requirements for companies listed in the US are
more stringent and new requirements have been imposed relating to financial reporting controls. This has
encouraged companies to seek other markets whose requirements may be less complex to list
their GDRs.

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Capital raising using GDRs has increased steadily. The use of the GDR structure for capital raising between
2005 and 2007 has increased by 52% compared to the use of the GDR structure for capital raising between
2002 and 2004.
Recent trends in capital raising show continued growth in use of Global Depositary Receipt structure

Capital raising by structure 20022004 vs. 20052007

ADR

GDR

36%
55%

64%
45%

20022004

20052007

Secondary Market Trading of GDRs

The GDR has proven to be a very flexible structure. In some cases, GDRs are created not to raise capital but
to establish a presence in a new market, increase the Companys visibility and pave the way for future
offerings. The rules for this type of non capital-raising listing vary from market to market. We will work
with issuers interested in this approach in order to determine the specific requirements of their target
market.

DRs What are they and how do they

work?
What is a Depositary Receipt?
A DR is a tradeable instrument that represents an
ownership interest in securities of a foreign issuer

A word about liquidity

DRs can be generally as liquid as the shares in the
home market because new DRs can be created (or
cancelled) as needed based on investor interest
(although there are some jurisdictions that limit
ownership of shares beyond a certain percentage).
Consequently, as a rule, the supply of DRs is not
constrained by the number of DRs traded at any

typically trading outside its home market. DRs trading

point in time in the markets where they are

in the US are known as American Depositary Receipts

available.

or ADRs. Global Depositary Receipts or GDRs typically

The float of DRs shifts constantly liquidity of the

trade in an international market other than the US.

program is most accurately represented by taking

Generally, DRs are quoted and traded in US dollars,

a total view of shares available in the issuers

although there are some that trade in Euros and

home market and any markets in which DRs trade.

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sterling. In this guide, we use US dollars, as this is the most common DR currency for both ADRs and GDRs.
DRs settle according to procedures governing the relevant clearing system in which they are held (e.g.,
Europe-Clearstream and Euroclear, US-DTC). DRs enable investors to invest in securities without concern for
often complex and expensive cross-border transactions and offer substantially the same economic, corporate
and voting rights enjoyed by shareholders of underlying shares.
The DR share prices carry foreign currency risk based on the movement of the US dollar (or other currency in
which the DRs are traded) against the home market currency.
How are DRs issued and cancelled?
A DR is issued by a bank, such as JPMorgan, which functions as a depositary and issuing agent for the DR
program. The DR is issued against the deposit of domestic ordinary shares in JPMorgans custody account in
the home market. These shares remain on deposit with JPMorgans custodian until the DRs are cancelled.
When the DR is returned to the Depositary (JPMorgan) for cancellation, JPMorgan instructs its custodian to
deliver the underlying local share in accordance with the instructions received from the party delivering the
DR. Appendix A diagrams this activity.
What is a DR ratio?
Each DR is backed by a specific number of an issuers local shares (or a fraction thereof). This is called the
DR ratio. The ratio is designed to set the price of each DR in a price range that is competitive with the
issuers international peer group or the peer group on the exchange on which the DR trades. The DR-tounderlying share ratio can be in whole numbers or fractions, depending upon the local share price and the
Companys peer group share prices.
GDRs are most commonly priced between $7 and $20. The ratio of GDRs to ordinary shares is usually
changed if the GDR price goes well over $20 (e.g., $50) or if it falls substantially below $7. Changing the
ratio allows the Company to keep its GDR price in line with its peers and maintain investor interest.
Why are DRs issued or cancelled?
DRs are issued or cancelled to meet supply and demand in the different markets in which they trade. With
some limitations, as a result of the rules of certain jurisdictions, DRs can be issued as investor demand
increases in the international market and can be cancelled as demand is greater in the home market.
How do DRs trade?
As a tradeable instrument, the DR will trade just as any other security on the exchange on which it is listed.
Investors will contact their broker with either a buy or sell order. Settlement will take place in accordance
with the protocol of the appropriate exchange and settlement system. DR settlement is generally T+3.
Why do companies establish Depositary Receipt programs?
Depositary Receipt programs have gained their popularity due to the many benefits the unique structure
affords to issuing companies and investors alike. Benefits to companies include broadening their shareholder

Page 5

base, increasing visibility in the international markets or raising equity capital in the international equity
markets.
Over the past few years, GDRs that trade typically in London or Luxembourg have become increasingly
important (due to a number of reasons). The European exchanges have become a popular route for
companies seeking to extend their investor base beyond their home borders. For many companies, Europe
has lower costs and can be accessed more quickly than the US public markets. In addition, companies keep
their options open by including a privately placed ADR program that allows them to tap certain US
institutional investors.
Institutional investors may prefer DRs to local shares because they can invest without worrying about custody
and currencies of markets with which they are less familiar. At times, DRs are one of the only ways certain
investors can invest in companies in emerging or developing markets, given the investment criteria of some
institutional funds. Investor demand is driven by a number of factors, including:
Company fundamentals, track record and sector performance
Relative valuations and analyst recommendations
Market maker support of the stock
Liquidity of the Company's shares in the local market and the visibility of the Company internationally
Market conditions
Benefits of establishing a DR program
Issuers

Investors

Broaden and diversify a companys investor base

Easier to purchase and to hold than the issuers

Enhance a companys visibility, status and profile

internationally among institutional investors
Establish/increase total global issuer liquidity by
attracting new investors
Develop and/or increase research coverage
outside the home market
Get an international valuation as the Company is
valued alongside its peer group
Offer a new avenue for raising equity capital
Meet internationally accepted corporate
governance standards
Trading of GDRs alongside their peer group in the
international markets

underlying ordinary shares

Trade easily and conveniently in US dollars and settle
through established clearinghouses
Facilitate diversification into securities of foreign
issuers
Create accessibility of price, trading information and
research
Represent a way to provide international exposure for
institutional investors (mutual funds, pension funds)
despite restrictions against investing in certain countries
or in foreign investment instruments
Eliminate unfamiliar custody safekeeping arrangements
Provide dividend payments in US dollars and corporate
action (meetings of shareholders, rights offerings,
exchange offers, tender offers, etc.) notifications in
English

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The choice between DRs and underlying shares

While investors may choose to hold either DRs or underlying shares at any particular point in time, as a
general matter, institutional investors have the infrastructure in place to efficiently manage foreign
exchange and global custody challenges. However, several complex factors may influence institutional
investors purchase decisions:
Guidelines and investment objectives: Some international investment institutions are subject to
restrictions on direct foreign share ownership. This may place limitations on their ability to hold shares
in foreign custody, exceed specific levels of foreign ownership or hold securities from companies that fall
below pre-set capitalization thresholds. These institutions would be more likely to purchase DRs.
On the other hand, an investment institution may track to a recognized non-US stock index e.g.,
JPMorgans GDR Composite Index (Bloomberg Ticker: JPDXGDR) , or might have in-house capability for
foreign brokerage, global custody, local settlement, non-dollar payments, multi-currency accounting and
withholding tax reclaim. These firms may be more likely to rely on their own infrastructure rather
than that of an outside depositary and custodian and purchase underlying shares.
Liquidity: A more liquid market allows institutional investors to invest at will: to buy when they want, to
quickly take profits, to minimize losses or to trade without affecting the stocks price. Depending on
which market is more liquid, the investor may choose to purchase DRs or underlying shares. The issuance
and cancellation mechanism underlying the creation of DRs serves to regulate supply and demand: if
there are not enough DRs to meet investor demand, underlying shares can be deposited with JPMorgans
custodian in the home market and new DRs created.
Transaction costs: One of the advantages of buying DRs is the absence of foreign custody fees.
Depending on the specific market, foreign custody fees can range from 10 up to 35 basis points per year
based on the value of the investment.
Holding time horizon: The length of time an institution may plan to hold a transaction can be a factor in
the cost/benefit analysis of holding underlying securities or DRs. Shorter time horizons may create a
higher demand for lower cost of ownership and increased liquidity, while longer time frames might
intensify the desire for a stable marketplace and known transaction fees over a longer period of time.
DRs provide a stable, low cost investment option that meets both sets of requirements.
Country accessibility: Certain countries limit foreign ownership 1 , may have risky settlement procedures 2 ,
control the movement of capital 3 , or make it difficult to reclaim local taxes 4 or transfer taxes 5 due on
the purchase of local shares. In these markets, investors may welcome the convenience of DRs: Dollardenominated trades, familiar settlement procedures and the avoidance of transfer taxes.
1

e.g., South Korea, Taiwan and India

e.g., Egypt and Pakistan

e.g., Venezuela

e.g., Italy

e.g., Brazil and UK

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How can GDRs be used to raise capital?

What options are there for raising capital?
In simple terms there are two primary ways to use GDRs to raise capital:
A company can offer GDRs on an international exchange outside the US (i.e., without any participation
from US investors) and outside the companys home market. This is generally known as a Regulation S
GDR offering.
Some companies want to access a bigger pool of liquidity and do so by including a US institutional
element. This type of restricted placement to US institutional investors is known as a private placement.
Some of these private placements qualify for Rule 144A, which allows the securities to be resold to
certain institutional investors. The institutional investors legally able to participate in Rule 144A
offerings are Qualified Institutional Buyers (QIBs see glossary) institutions which meet certain
criteria. The advantage of relying on Rule 144A is that the issuer benefits from an SEC exemption
pursuant to which the offering need not be registered under the US federal securities laws, thereby
avoiding initial and ongoing disclosure requirements and other rules that generally apply to companies
seeking to raise capital in the US public markets.
DR program options key features

Objective

Reg S only (non US)

144A only (US)

Reg S/144A

Raise equity in the

Raise equity in the US

Raise equity in US &

international markets

among QIBs and

international markets and

outside the US and

develop/broaden US

develop/broaden US &

develop/broaden investor

investor base

international

base
Disclosure/accounting

Legal documents
and exemptions

investor base

Depends on international

Home market (unless

Depends on international

exchange selected

investors request US GAAP) exchange selected

Deposit Agreement

Deposit Agreement

Deposit Agreement

Prospectus prepared in

Exemption from

Exemption from

accordance with

registration under the

registration under the

international exchange

Securities Exchange Act

Securities Exchange Act

requirements

of 1934, as amended,

of 1934, as amended,

pursuant to

pursuant to 12g3-2(b)

12g 3-2(b)
Prospectus

Prospectus prepared in
accordance with
international exchange
requirements

Page 8

Reporting requirements

Reg S only (non US)

144A only (US)

Reg S/144A

Depends on exchange

Under Rule 12g3-2(b),

In the US market,

and/or regulator

English language versions

information disclosure in

of home country

accordance with Rule

disclosure must be

12g3-2(b)

furnished to the SEC or

posted on the companys
website

Outside the US,

requirements depend on
exchange and/or
regulator

Trading

London, Luxembourg, Hong PORTAL

PORTAL plus London,

Kong, Singapore, etc.

Luxembourg, Hong Kong,

Singapore, etc.

Timing to launch depends on several factors, including meeting any home market regulations and the speed
with which the Company can prepare all the necessary documents to satisfy the appropriate listing
authority. We have included indicative time lines and lists of activities in Appendix B.

Summary of roles and responsibilities

Having decided to establish and to raise funds through a DR, the following diagram summarizes the different
parties and their involvement in the process. Pursuing this course of action will require close coordination
between you and your advisors, including legal counsel and JPMorgan as depositary bank. With respect to
the DR, JPMorgan as depositary bank will need to closely coordinate with the custodian bank selected in your
home market. You will also need to rely on other experts such as accountants, investment bankers and
Investor Relations firms. Once the DR program has been established, the ongoing work commences.

Page 9

Summary of Roles and Responsibilities

Legal Counsel (issuer's and depositarys)

Accountants

Custodian

At time of offering

At time of offering

At time of offering

Prepare (issuer counsel) and/or review (depositary

counsel) offering circular and interact with
authorities

Prepare draft deposit agreement (depositary banks

counsel)

Submit requisite documents to local regulatory

authorities and exchanges (issuer and placement
agent counsels)

Prepare companys accounts for

insertion into the prospectus

Review prospectus and interact

with authorities

Ongoing

Hold shares in custody for the account

of depositary

Receive and deliver shares in

accordance with depositarys
instructions

Ongoing

Audit and prepare accounts

Receive local shares in issuers home

country and confirm receipt

Ongoing

Manage compliance with securities laws, rules and

regulations and perfect any securities law
exemptions

Issuer

When appropriate, corporate action support

Prepare documentation working with advisors

Interact with listing authority and respond to all questions

IR/PR targeted program

Depositary
At time of offering

Provide advice/perspective on type of program, exchange or

market on which to list or quote and advise on ADR ratio

At time of offering

Ongoing

Provide depositary and custodian with notices of dividends, rights

offerings and other corporate actions, including notices of annual
and special shareholder meetings

Appoint custodian

Coordinate with all parties for timely launch

Coordinate with legal counsel on Deposit Agreement and

securities law matters, as appropriate

Ongoing compliance with stock exchange and international

regulations, including disclosure and reporting

Execute internationally-focused investor relations plan

Announce DR program to market

Keeps market informed of developments through press releases

Regular meetings with institutional investors holding company

DRS

Ongoing

Coordinate with issuer to announce and process corporate

actions such as dividends and shareholders meetings

Work with Issuer to maintain active DR program

Investment banks/underwriters

Investor Relations advisor / firm

At time of offering

At time of offering

Advise on size, pricing and marketing of offering, type of

program to launch and exchange or market on which to
list or quote, and ratio of depositary shares to ordinary
shares

Act as placement agent or underwriter in offering

Conduct road shows with management/introduce issuer

to institutional and other investors

Line up selected dealers and co-underwriters

Develop long-term plan to raise awareness of issuers program in the

markets in which GDRs will trade

Develop communications plan and information materials for launch

activities (road show and presentations to investors, launch day
promotion, meetings with financial media)

Ongoing

Coordinate with issuers advertising and public relations teams on specific

program plans to support and develop company image

Ongoing

Continue to work with the issuer to maintain visibility and investor

knowledge in the capital markets

Cover issuer through research reports/promote DRs to

investors

Arrange regular meetings for issuer with investors to keep them informed
of developments and results

Advise on road shows, investor meetings, investors to

target

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Summary of exchanges
On which exchanges can GDRs trade?
Currently the London Stock Exchange (LSE) is most frequently utilized by GDR issuers. Other exchanges
which will list GDRs include Luxembourg, Dubai International Financial Exchange (DIFX), or the Singapore
Stock Exchange (with other exchanges such as the Hong Kong Stock Exchange planning on accepting DRs).
Each of these exchanges has its own set of listing rules which are typically a modification of their listing
requirements for home companies on the exchange.
Issuers choose the exchange which best meets its requirements. One issuer may choose an exchange
believing that investors closer to its home market may better understand its activities. Another issuer may
chose the exchange on which its peer group (country/sector) is best represented or where there is a deep
pool of liquidity with investors familiar with international investment.
What is the London Stock Exchange?
The London Stock Exchange (LSE) is one of the world's most international equity markets with approximately
430 international companies representing more than 55 countries currently listed and traded.
The LSE has several different trading markets for negotiable equity instruments. GDRs can trade on three
markets: the Main Market, the Professional Securities Market (known as the PSM) and, in certain
circumstances, the Alternative Investment Market (known as AIM). Most GDRs have chosen to list on the
Main Market, which is the most highly regulated of the three. The GDR trading system used by the Main
Market is the International Order Book (IOB), an electronic order book.
What body is responsible for regulating the UK financial markets?
The UK financial markets are regulated by the Financial Services Authority (FSA), an independent nongovernmental body. The FSA, often known amongst issuers as UKLA (UK Listing Authority), reviews and
approves prospectuses and other documents required for the listing. The UKLA grants securities listed status
on regulated markets; however, the LSE is responsible for admitting a security to the exchange to trade.
When applying to the LSE for admission, the Company specifies the market on which it would like its GDRs
to trade.
What are the different ways in which a company can list in London?
When considering a capital raising and listing in London, companies have two choices:
Public offer: GDRs are offered to institutional investors and are usually underwritten. A public offering is
generally used by companies seeking to raise substantial amounts of capital or looking to raise their
profile in the London market. This is the most expensive option.
Placing: A placing is usually a more selective process whereby GDRs are offered to a small number of
institutions. While this route gives the Company more control over the distribution, it can restrict the
shareholder base and inherently limit liquidity.

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What is the process for listing on the LSEs Main Market? How long will it take to list GDRs?
Prior to starting the formal listing process, as described in this guide and shown in Appendix B, the Company
will first spend time organizing itself thoroughly. Once the formal listing process begins, it usually takes no
more than approximately 24 weeks. However, these timeframes are largely governed by the ability of the
issuer and its advisors to prepare the required documents and complete the due diligence process.
What is a Sponsor and will we need one?
The sponsor plays a pivotal role as an advisor, liaising with the Exchange and UK Listing Authority and
coordinator and working with other advisers. Your sponsor is normally an investment bank, corporate
finance house, stockbroker or accountancy firm. The UKLA has a list of approved sponsors. Note this is a
different role from that of the Depositary Bank, which manages the DR program.
What are the FSAs requirements for a company to receive listed status?
Before starting work on the forms and documents, such as the prospectus, a company must be in compliance
with, or willing to comply with, the following requirements:
1.

Companys incorporation status

The Company must be validly incorporated and operating in conformity with its constitution as well as
complying with the following:
Authorization and Validity of Shares
The shares which will underlie the GDRs must:
Conform with the law of the Companys place of incorporation,
Be duly authorized in accordance with the Companys statutes, and
Have any other necessary legal or corporate consents.
Transferability of the Underlying Shares
The shares underlying the GDRs must be freely transferable, fully paid and free from any restrictions on
transfer.
2.

GDR requirements

In order to be able to validly list the GDRs, the FSA requires that the Company must be willing to ensure that
the GDRs comply with the need for any legal or statutory consents as well as:
Free float requirement
25% of the GDRs (not total share capital) must be in public hands. The Company will need to notify the
FSA that this requirement has been met. Therefore, if at any time the Company becomes aware it will
not be able to comply with this rule, an additional conversation with the FSA should take place. This 25%
should not include any investor taking more than 5%.
Authorization of GDRs
GDRs must:
Page 12

 Conform with the law of the Depositarys place of incorporation and

Be duly authorized according to the requirements of the Depositarys constitution.
Admission to trading
The GDRs must be admitted to trading on a Recognized Investment Exchange, such as the LSE for listed
securities.
Transferability
To be listed, GDRs must be fully paid, freely transferable and free from any liens and restriction.
Market capitalization
The expected aggregate market value of all GDRs to be listed must be at least 700,000 unless there are
shares of the same class already listed on the LSE. Please note, the FSA may modify this rule to admit
shares of a lower value if it is satisfied there will be an adequate market for the securities concerned. To
our knowledge, no company has requested exemption from this requirement.
Whole class to be listed
An application for listing of securities of any class must relate to all securities of that class, issued or
proposed to be issued. If already listed, the application must relate to further securities of that class to
be issued.
No additional obligations to be imposed on the Depositary by the GDRs
The GDRs must not impose obligations on the Depositary except to the extent necessary to protect the
GDR holders rights to and the transmission of entitlements of the Shares.
3.

Continuing Obligations

As described in this document, the issuer must be willing to comply with ongoing continuing obligations and
market reporting requirements.
What is involved in drafting the required documents?
Accountants, lawyers, brokers will help the company prepare for the listing. These advisors will submit
drafts of the documents to the UKLA, which will review them and may raise questions about the contents.
Due diligence will form an important part of the drafting process this will involve confirmation of every
statement or claim in the documents. The process is for the protection of the directors of your company
who ultimately take responsibility for the documents.
Why is the prospectus important?
A published prospectus is a condition for admittance to the LSE. This prospectus must be approved by the
relevant competent authority. The prospectus is the companys information and sales document, analyzed
by market participants as they create opinions and decide whether to participate in the offering.

Page 13

What information should a prospectus include?

A GDR prospectus must include the necessary information that enables investors to make an informed
assessment of (i) the assets and liabilities, financial position, profits and losses and prospects of the
Company and, (ii) the rights attached to the GDRs. This information must take into account the particular
nature of GDRs and the Company. The prospectus must be presented in a form which is comprehensible and
easy to analyze.
Which accounting standard should a prospectus include?
Companies should prepare their accounts in accordance with IFRS (International Financial Reporting
Standards) or an equivalent standard.
What financial information is included in the prospectus?
An operating and financial review, audited financial information for the last three financial years or such
shorter period as the Company has been in operation. In the event the prospectus is more than nine months
after the end of the last financial year, unaudited half year accounts will be included as well. The
prospectus also requires details of any material contracts.
What is the risk summary in the prospectus?
Management will write a summary describing the Company that includes any risks associated with investing
in the Company. The UKLA requires that the Company draft this in non-technical language that can be easily
understood by investors. When preparing the summary, the Company should be aware that this summary
must use the same data as the rest of the prospectus, and it cannot be misleading or contradict what has
been written in the rest of the document.
Block listing what is this?
The number of shares listed when the GDRs are admitted to the LSE is the maximum number that can be
issued without approval and publication of another prospectus. Therefore, most issuers choose to list the
maximum number of GDRs that can be created and traded on the LSE, which is likely to be greater than the
number of GDRs issued at the time of the original listing. In some cases this may be 100% of the share
capital, while in others it might be 20% due to local restrictions on foreign ownership.
What documents must be provided to the FSA?
The FSA requires that it receives the following documents, in final form, by midday two business days before
the FSA is to consider the application:
A completed Application for Admission of Securities to the Official List (see below);
One of the following:
The prospectus or listing particulars that have been approved by the FSA (see below); or,
A copy of the prospectus, a certificate approval and (if applicable) a translation of the summary of the
prospectus, if another EEA State is the home Member State for the securities; and
Page 14

 Any approved supplementary prospectus or approved supplementary listing particulars, if applicable.

Documents to be provided on the day of the listing
A company must submit, in final form, the following documents to the FSA before 9 am on the day the FSA is
to consider the application:
A copy of the resolution of the board authorizing the issue of the securities or
Written confirmation from the applicant that the board has authorized the issue of the securities.
Documents to be provided after the listing
The following documents must be submitted in final form to the FSA as soon as practicable after the FSA has
considered the application:
A statement of the number of securities that were issued and
A completed Issuers Declaration.
What are the continuing obligations on the Main Market?
By listing on the Main Market, the Company is agreeing to abide by the ongoing obligations to the market and
to the exchange. These include:
Publishing an annual financial report within six months of its year end. The annual financial report must
include audited financial statements, a management report and responsibility statements and must
remain publicly available for at least five years.
Publishing an unaudited semi-annual financial report within four months of the end of the financial
period.
Publication of price sensitive information. By keeping the market informed in a timely manner through
press releases and other announcements, the Company allows all investors on all its markets to trade in a
knowledgeable manner. Further, if the Company believes information has been leaked regarding a
confidential or price sensitive corporate matter, it will be important to communicate with the market to
remove uncertainty regarding the stock.
What about a listing on Professional Security Market?
The Professional Security Market (PSM) is part of the London Stock Exchange and is operated within the
scope of its status as a Recognized Investment Exchange. This means that the same regulatory standards
currently applied to its markets, in respect of on-going monitoring and enforcement, also apply to the PSM.
The Professional Security Market (PSM) was created in 2005 to enable those companies only interested in
accessing the wholesale market to be able to do so without the regulatory requirements of the Main
Market. The PSM is a more restricted access market, and as such, the FSA is able to exercise flexibility in
the implementation of the Directives.

Page 15

What is the prospectus requirement?

The prospectus required by the PSM does not require historical financial information in IFRS (International
Financial Reporting Standards) or an EU approved equivalent standard, either in listing documents or as a
continuing obligation requirement. This may be a cost saving for many companies as re-stating or providing
additional disclosure as required by the Prospectus could be very expensive. However, issuers may need to
provide a description of the key differences between their local accounting standards and IFRS.
Issuers choosing the PSM will have their listing particulars approved by the UK Listing Authority and be
admitted to listing, so a key requirement for investment by funds and institutional investors will have been
met. Further, although IFRS does not apply, disclosure obligations for listed companies do apply to
companies represented on the PSM. Therefore, important regulatory information, such as annual reports
and on-going disclosure, needs to be readily available to investors.
Key eligibility criteria
Issuers wishing to list on the PSM must meet the following criteria:
Minimum of 25% of shares in public hands
Latest three years of audited accounts (or such shorter period as the issuer has been operating)
Minimum GDR market capitalization of 700,000
National GAAP may be used in the preparation of the prospectus
Admission process
Admitting securities to the PSM is a two part process. The first part is to submit listing particulars to the UK
Listing Authority (UKLA) for approval and admission to the Official List. Next, the Company applies to the
LSE for admission of the DRs to trade on the PSM.
Trading
DRs admitted to the PSM are traded on the International Order Book.
Key continuing obligations
Issuers admitted to trading on the PSM must meet certain continuing obligations, including:
Disclosing inside information to the market as soon as possible
Publishing an annual report and accounts within six months of the year end
Preparing and maintaining a list of people considered insiders
What about listing on AIM?
AIM is the London Stock Exchange's international market for smaller growing companies. AIM was designed
to be a highly flexible public market. As such, it offers many unique attributes to both companies and
investors. Currently about 1,700 companies are listed on this exchange, of which approximately 20% are
overseas companies. The average market capitalization of companies represented on AIM is 65mm.
Page 16

With respect to listing GDRs on AIM, the LSE has stated that a listing of GDRs would only be appropriate if
the relevant company is incorporated in a jurisdiction which prohibits or unduly restricts the offering or
trading of its underlying securities outside that country.
What are the admissions criteria?
The main requirement is that a company coming to AIM must have a Nominated Adviser (Nomad) at all
times
No minimum size of company
No minimum proportion of shares to be in public hands
No trading record requirement
No prior shareholder approval for the majority of transactions
No requirement to be incorporated in the UK
Who are Nominated Advisers (Nomads) and what do they do?
All Nomads are approved by the London Stock Exchange. To be authorized to act as Nomads, these
investment banks, corporate finance firms or brokers must demonstrate that they have the experience and
ability to assess whether a company is suitable and ready for admission to AIM and to act as that companys
formal 'mentor' once it has been admitted to the market.
The Nomad will:
Undertake extensive due diligence to ensure the Company is suitable for AIM
Guide the Company through the flotation process
Administer the admission documents and financial statements
Act as the Companys 'referee' throughout its time on AIM
Along with company directors, a Nomad is responsible for ensuring that the business adheres correctly to
AIM's rules and regulations. Its role also includes keeping the Company abreast of AIM Notices and rule
revisions and making sure the Company honors the continuing obligations of being a public company once the
Company is trading.
Admission process
The Company must announce its intention to float on the market via the Exchange at least 10 business days
before the start of trading of the shares (or 20 business days where they are joining from a designated
market).
The application form signed by the applicant company and the admission document signed by the Nomad
must then be submitted at least three business days before the Companys admission to trading. Unlike the
other exchanges, there is no pre-vetting of documents by the exchange.

Page 17

Key continuing obligations

Issuers admitted to trading on the AIM must meet certain continuing obligations (with all documents
produced in English or with English translations), including:
Disclosing inside information to the market as soon as possible
Annual report and accounts must be published within six months of the year end and prepared in
accordance with US or UK GAAP or with International Accounting Standards (IAS)
Issuers are required to prepare and maintain a list of people considered insiders
What about Luxembourg?
Like London, Luxembourg offers issuers a choice of venue: either the Luxembourg Stock Exchange Main
Market or the Euro Multilateral Trading Facility Market known as Euro MTF. The listing requirements for the
Main Market are very similar to the London Stock Exchange while the Euro MTF is more akin to the PSM.
Listing requirements
Most of the listing and prospectus requirements are similar to the other main exchanges with access to the
general public:
Minimum public free float of 25%
Minimum market value of at least 1,000,000
Three years operating history
Continuing obligations
The full list of continuing obligations are contained in the Rules and Regulations of the Luxembourg Stock
Exchange and include:
Inside information, corporate actions and significant transactions disclosed as soon as possible.
Annual report and accounts published as soon as possible. The EU Transparency Directive requires four
months.
Half yearly reports must be published as soon as possible. The Transparency Directive requires two
months.
What about Singapore (SGX)?
In Singapore, GDRs are viewed as specialist products which are offered to institutional and accredited
investors. As a result, GDR listing requirements are relatively less demanding as compared to primary and
secondary listings where retail participation is allowed. SGX gives issuers access to capital in the Asian time
zone.
Listing Requirements
An issuers underlying shares must be listed on an exchange

Page 18

 The underlying shares must be freely transferable and free of all liens
Home accounting standards are accepted
Content of Offering Memorandum
The offering memorandum should contain information that institutional and accredited investors and their
professional advisors would customarily expect to see in such documents, taking into account market
practice and concerns.
Continuing Obligations
Issuers must undertake to release all information and documents in English to SGX at the same time as they
are released to the home exchange and must comply with such other rules as may be applied by SGX from
time to time.
What about the Dubai International Financial Exchange (DIFX)?
The Dubai International Financial Exchange (DIFX) is the international stock exchange situated between
Western Europe and East Asia. The aim of the DIFX is to enable regional and international investors to share
in the rapidly growing wealth of its region, which includes the Middle East and the Indian sub-continent. The
DIFX currently has 20 Member brokers, including leading international and regional banks.
Listing requirements
Many of the requirements are the same as the other exchanges and include:
All documents must be in English
Issuer should appoint a sponsor to provide guidance and advice and to lodge the supporting
documentation with the DIFX
The minimum free float after listing on the DIFX is 25%
Minimum market capitalization of $50mm
DRs are to be denominated in Euros
Continuing obligations
In common with the other exchanges, there are continuing obligations to give investors accurate information
and confidence:
An issuer must appoint ongoing contacts to act as the issuers principal channel of communication with
the Exchange
Public disclosure announcements must be made through the DIFXs company announcements platforms
which will post the announcement to the DIFXs trading system and website
Audited annual report and financial statements must be published within 90 days of the end of the
financial period
Semi-annual financial statements are to be published within 60 days of the end of the period
Page 19

 Inside information, corporate actions and significant transactions must be disclosed as soon as possible

The Common Depositary

A Common Depositary acts as safekeeping agent on behalf of Euroclear and Clearstream for a wide range of
financing instruments including Depositary Receipts. The DR Depositary issues a Global Note that is held by
the Common Depositary. Issuance and cancellation instructions are sent by the DR Depositary to the
Common Depositary to increase or decrease the DRs outstanding.

The Deposit Agreement

The Deposit Agreement sets

What contract is needed for the Depositary to be able to issue GDRs?

forth the legal relationship

Having selected a Depositary Bank, the Issuer and the Depositary will work

and obligations of the

together to agree on a Deposit Agreement, which is a contractual

depositary and the issuer.

agreement between the Depositary and the Issuer. It is this document

which defines Depositarys role and allows it to issue the Companys depositary receipts.
The Deposit Agreement sets forth the legal relationship and obligations of the Depositary and the Issuer and
describes the services and rights the Depositary and Issuer will provide to DR holders.
Many provisions of a Deposit Agreement are standard with little deviation from one issuer's Agreement to the
next other than jurisdictional requirements.
General provisions
The Deposit Agreement includes provisions relating to the following:
Setting of record dates by the depositary
Voting of the issuers underlying shares (the shares evidenced by the DRs)
Issuance of additional shares by the issuer in compliance with applicable securities laws
Deposit of the issuers shares
Execution and delivery of the DRs
Transfer and surrender of the DRs
Obligations and rights of the depositary and the holders of the DRs
Distribution by the depositary of cash dividends, stock dividends, rights to acquire additional shares of the
issuer and other distributions made by the issuer
Circumstances in which reports and proxies are to be made available to DR holders
Tax obligations of DR holders
Fees and expenses to be incurred by the issuer, the depositary and DR holders
Pre-release of DRs

Page 20

 Protections for the depositary and the issuer (i.e., limitations on liabilities)
Voting
The standard voting arrangement is that registered holders of depositary receipts instruct the Depositary
how to vote their Depositary Receipts relating to the underlying shares. The Depositary Bank does not vote
the shares in the absence of specific instructions.
DR certificate
DR certificates are not issued to investors holding GDRs or those holding 144A ADRs. A master certificate is
issued to an entity such as the Common Depositary which will hold the certificate on behalf of the
settlement system and the Depositary. As DRs are issued and cancelled, the number of DRs outstanding goes
up and down automatically.
Resolution of the board
As with any significant corporate act, in entering into a DR arrangement and a listing on an overseas
exchange, an issuer must comply with the legal and corporate requirements of its home jurisdiction. These
would normally include:
The adoption of a resolution by the Companys board of directors approving the appointment of the
depositary; and,
The approval and execution of the Deposit Agreement and any related agreements and any market
required filings.
Ongoing requirements
Listing is the first part of a long term involvement in
the international capital markets. The aim of the

Disclosure of price sensitive information

The basic rule is that companies must notify

continuing obligations is to ensure that companies

the markets as soon as possible of any

publish all relevant information and treat all

information that could be considered price

shareholders equally. As the Company may be listed

sensitive. Price sensitive information is

on several exchanges, it will need to consider how to

information which would be likely to lead to

coordinate information disclosure in all the

substantial movement in the price of its

jurisdictions. When reviewing this document, you will

shares. The benefit of disclosure is that the

see that we have included continuing obligations for

share price is not rocked by possible leaks,

other exchanges. As you will note, there are many

rumour or speculation regarding the Companys

overlaps in the ongoing requirements of the different

activities such as trading activity.

exchanges.
How do the Depositary and the Company interact once the program has been established?
Maintaining a depositary receipt program requires a strong working relationship between all parties involved,
in particular between the Company and JPMorgan as Depositary. JPMorgan has many years of experience in

Page 21

the DR markets and can assist the Company in maximizing its visibility and capitalizing on the benefits of
having a DR program.
As depositary, JPMorgan plays a key role, facilitating an ongoing dialogue between you and your shareholders
and coordinating closely with the custodian in your home market on the issuance and cancellation of
depositary receipts and underlying shares.
With respect to corporate actions, JPMorgan as depositary bank acts as a bridge between the local market
and the GDR segment of the international market and, to the extent possible, providing GDR holders with
comparable benefits to those received by the ordinary shareholders from the issuer itself.
Summary of Key Players Roles
Issuer

JPMorgan Depositary Bank

Custodian

Provides depositary with notices of

Issues depositary receipts against

Advises depositary of deposits of

shareholder meetings and corporate

the deposit of local shares with the

shares, including complete delivery

distributions

custodian

instructions

Provides custodian and depositary

Provides stock transfer and

Registers the shares in the

with notices of annual and

registration services for depositary

depositarys account as necessary

special/extraordinary shareholder

receipt holders

with the issuers transfer

meetings, corporate distributions

Handles depositary receipt holder

agent/registrar

including dividends and rights

services (e.g., answering inquiries,

offerings, and other corporate

distributing corporate

upon cancellation of depositary

actions

communications materials to

receipts

Ongoing compliance with any

applicable stock exchange and legal

registered holders)
Delivers reports to issuer with

Confirms release of local shares

Notifies depositary of corporate

actions announced in the issuers

requirements, including disclosure

information on DR investors (to the

and reporting, and corporate

extent there is public information),

governance requirements (in

the markets, trends and

coordination with legal counsel and

notices of shareholders meetings,

developments

annual reports and other

accountants)
Executes internationally-focused
investor relations plan that may
include management visits to
targeted institutional investors, the
development of sell-side research
and ongoing shareholder
communications

Advises on, coordinates and assists

issuer in executing corporate actions
and depositary receipt ratio changes
Converts dividends into US dollars or

home market
Provides depositary with copies of

shareholder communications
Remits dividend payments to
depositary
Maintains and communicates up-to-

other applicable currency and

date local market information on

transmits to registered DR holders

tax withholding, reclaim, regulatory

Produces tax withholding documents

(for DRs), if applicable

and settlement issues

Provides statements of share

Maintains custodian relationships

balances for reconciliation by

Promotes benefit of investment in

depositary

depositary receipts to market

How are corporate actions handled? How are dividends paid?

To the extent dividends are paid on the underlying securities, GDRs provide for dividends to be converted
and the net proceeds thereof (after deduction of any fees) to be paid out in the currency of the GDR,
Page 22

typically US dollars. As the GDR investor carries the foreign currency risk, the amount of the dividend will
affected by any movement of the US dollar against the home market currency.
In more detail, once the dividend record and payment dates for the underlying shares have been established
by your company, the dates should be immediately provided to JPMorgan as your depositary bank. The
Depositary will:
Set a GDR record date and payment date based on the agreed-upon calendar and market requirements,
and communicate these dates to the markets. For example, the LSE requires at least three business days
notice of any record date. This allows them to notify the market and for the ex-date to be correctly
announced.
Announce preliminary (estimated) dividend payment rates based upon the exchange rate between the
domestic currency and US dollars on the date of the announcement.
On the dividend payment date in the home market, the custodian receives the dividend owed on the
underlying shares. The depositary will then arrange for the dividend received to be converted from the
domestic currency into US dollars. The final rate per DR will be announced to the markets where the DRs
trade once the dividend amounts have been converted and the actual rate per DR has been calculated.
Distribute the net dividend amount, net of any required tax withholding and any fees, to the DR holders
entitled thereto.
How do DR holders vote at Annual Shareholders meetings?
The Deposit Agreement lays out a companys duty, if any, to DR holders with respect to shareholders
meetings. To be considered a company with good corporate governance, an issuer should give their GDR
holders the right to vote in the shareholders meeting. As your DR Depositary, JPMorgan will guide you in
the timing and mechanics for distributing information and voting cards to your DR investors. We will spend
time with you reviewing the paperwork and timing necessary to comply with DR market practices. We also
coordinate with our local custodian to prepare any paperwork and authorizations they will require to comply
with local regulations and, where necessary, consult with regulators to be able to apply correct procedures.
We work with companies all over the world and are familiar with many different requirements.
The Company should consider providing JPMorgan as depositary with all the information at least six to eight
weeks before the shareholders meeting. This time frame should enable the depositary to prepare the
voting instruction card, distribute it through the clearing systems to your DR holders, receive their voting
instructions and provide our custodian with the votes and any necessary paperwork for the votes to be
included in the shareholders meeting.
Some companies are keen to get a high level of participation from their overseas holders. In those cases,
issuers will contact their DR investors to discuss any questions they may have regarding the resolutions and
to encourage them to submit their vote.

Page 23

Investor Relations
Is investor relations important?
Once a company has listed, be it in London, New York, Dubai or Singapore, its IR team must begin building
after-market support for the DRs. Driving sufficient demand for a companys DRs over time requires a
thorough IR strategy and plan that seek to continually raise the Companys visibility among long-term
oriented DR investors and effectively communicate its financial performance and investment thesis. A
company that is under-followed or whose financial performance or investment proposition is misunderstood
(or any combination thereof) will likely be undervalued in the equity markets, placing it at a competitive
disadvantage. Competing for capital, therefore, is of paramount importance.
Clear and consistent communication with the investor community builds credibility with investors and their
confidence in a companys management, giving credence to the investment story. Accordingly, it is
recommended that senior management meet with institutional shareholders and prospective investors on a
regular basis, in addition to the conference calls it holds to discuss financial results and major developments
at the Company. Institutions are often reluctant to take a position in a company if they have not met with
its senior management at least once.
GDR investors may be located in major Continental European investment centers such as Paris, Luxembourg
and Zurich, in addition to those domiciled in London. Consequently, meetings with institutional investors
should be planned well in advance and require a significant amount of managements time. A companys
investor relations officer typically meets with smaller institutions, commonly known as Tier II and Tier III
investors, who are either shareholders or potential buyers of the GDRs.
An analytical process called Investor Targeting is employed by many publicly traded companies to identify
DR investors, among others, who have demonstrated (by their holdings of other equities) an appetite for a
companys particular investment fundamentals, sector and geography. Effective investor targeting helps
optimize investor relations resources as well as maximize the use of senior managements time. Targeting is
one of many important areas of investor relations where JPMorgan provides issuers with guidance and
support through its DR IR Advisory Group.
How do we identify GDR investors?
At the time of the offering/placement, the underwriters often provide issuers with a list of institutional
investors who participated. Once the GDRs begin trading in the after market, the list soon becomes
obsolete, requiring companies to keep track of shareholders themselves. As there is no public register of
beneficial holders, companies cannot ask the Depositary for a list of investors and there is no legal right to
obtain information about ownership (in certain instances there may be filings that identify shareholders, but
these are not controlled by the Depositary).

Page 24

Under the laws of the country in which they are incorporated, neither Euroclear nor Clearstream is
permitted to disclose information about the institutions holding GDRs, other than at the request of a judge
(usually for tax related reasons).
However, there are investor relations firms that specialize in identifying institutional shareholders. Using
various means, these firms can often uncover a significant percentage of shareholders, including those
holding GDRs. One method uses a letter of authorization from the Company in question, which is sent to
institutions and custodians asking them to divulge GDR holders (they are assured that the information will
not be distributed outside the Company requesting it). The investor relations firms also maintain contact
with institutions and custodians, enabling them to obtain information about holdings quickly and efficiently.
Generally, these firms are able to uncover up to 80% of shareholders.
DR investors, among other institutions, usually want to have direct contact with the companies in which they
have invested and, therefore, will often freely disclose their ownership although not necessarily the value of
the investment. Unfortunately, however, there are institutional investors, such as hedge funds, who want
and are able to remain anonymous.
Our DR IR Advisory Group meets regularly with and receives client feedback on shareholder identification
firms. It employs a thorough due diligence process to aid clients in selecting a firm that will best meet its
needs. We can share our experience of the different firms with you.
What information about the DR program will senior management and the board require?
Any DR program must be monitored regularly to ensure that it is meeting its objectives. As your DR
depositary, JPMorgan provides monthly board-ready reports that contain various measures that can be used
to assess the effectiveness of a DR program, including average daily trading volume; top holders, buyers and
sellers (to the extent the information is available); various peer benchmarks; DRs outstanding, etc.
Investor feedback is also important for measuring the effectiveness of a DR program and the investor
relations activities that support it. JPMorgans Liquidity Solutions Team maintains relationships with DR
investors and can call on them to obtain their views on your companys strategy, competitiveness, financial
performance and investor relations, among other things. Such feedback is also invaluable when preparing
for meetings with institutions.

Ongoing support for issuers

Convenient in-house or off-site training for your Investor Relations team and company executives provides
the education and information necessary to successfully maintain your depositary receipts program in the
after market.
Our dedicated and experienced in-house DR IR Advisory Services team comprises specialists who can
provide investor relations advice and support. Team members will work closely with you, your corporate
brokers and/or investor relations advisors to market your GDR to the right mix of institutional investors.
We aim to deliver marketing guidance, tailored advice and capital markets intelligence. Youll benefit
from intelligence on investors; communications counsel; targeting analysis that can help improve
Page 25

penetration and ownership mix; and guidance to build ownership by individual investors. Our experts
take a focused approach to energizing your depositary receipt program, developing innovative strategies
to successfully target and market to prospective investors.
Our Client Services specialists will help you plan and successfully execute complex corporate actions. Our
extensive knowledge of challenging transactions assures excellent execution for issuers and high quality
information flow for DR holders, whether youre executing a follow-on depositary receipt program,
capital reorganization, rights issue or other corporate activity.
Time sensitive, cost effective communications and reporting lets you reach your shareholders quickly.
Leveraging JPMorgans global liquidity hubs in London and New York, the Liquidity Solutions team
constantly communicates with buy-side and sell-side firms to promote the benefits of depositary receipt
ownership and conversions. The Liquidity Solutions team also leverages its relationships with institutions
to arrange introductions for issuers and gather important market feedback critical to program success.

Regular and ad hoc reporting

JPMorgan uses the latest analytical tools to provide timely, relevant information to issuers and designated
third-party advisors. We send clients a monthly report that provides a comprehensive, strategic overview
suitable for presentation to the board of directors. The report includes detailed information about:
Data and analysis of outstanding depositary receipts and trading volumes.
Institutional holdings based on 13F filings and other public sources. Information about GDR holdings may
be limited.
Pricing information on the depositary receipt program compared to relevant peers, which can be updated
at any time.
Daily emails are available and offer an ongoing snapshot of your equity data, and that of selected peers, as
of the close of business.

Market-leading technology
JPMorgan continues to innovate and invest in technology, infrastructure and people to ensure ongoing
delivery of a market-leading depositary receipt service. The specialized tools and programs we offer to
issuers and investors include:

adr.com
Since its launch in 1998, adr.com has been widely recognized as the central source for international equities
information, depositary receipts market intelligence and data. With more than 65mm hits registered in
2006, adr.com provides an important way for issuers to communicate with their investors and the financial
media. It helps maintain the visibility of the DR program and underlying shares.
This leading edge Internet-based issuer support tool gives you convenient on demand access to detailed
information about your DR program. Monitor program liquidity and market acceptance with access to timely
Page 26

data on issuance, cancellation, DRs outstanding, broker-trading activities and premium/discount analysis of
ordinary shares vs. depositary receipts. Establish e-mail alerts based on specific performance data to
receive immediate updates on your program. This information is company specific and is accessed through a
password protected page on adr.com.

adr.com JPMorgans leading website for issuers and investors

"Filling niches -- These

websitesdo just a few
things, but well" adr.com, for the second
consecutive year, is called out among some
"deservehonorablemention for excelling at o
or more tasks.

IRchannel.com
For certain GDR issuers whose program has a US component, IRchannel.com can be used to provide a realtime tool to manage your program, compare your ownership profile to that of your peers, understand your
current investor base, and identify and target new investors.

Why choose JPMorgan?

When you work with JPMorgan, you

Choosing the right depositary bank can make all the

work with the depositary bank that

difference in creating and managing your DR program. All

manages the worlds most widely-held

depositary banks handle the same basic functions: working

depositary receipts programs.

with issuers to establish the program, issuing and canceling

the depositary receipts and managing corporate actions and shareholder services. What sets JPMorgan apart
is the exceptional service it delivers while performing these fundamental services, plus the depth and
breadth of value-added services we offer to help you achieve your underlying objectives.
JPMorgan seeks to create strong, liquid depositary receipt programs held by a diverse group of investors. We
develop long-term relationships with a select group of issuers who, in turn, have access to the full range of
resources available through JPMorgan. As a result, JPMorgans clients attract 30% of the total institutional
investment dollars allocated to depositary receipt programs representing the highest investment value per
program of any depositary. We achieve these results through unparalleled understanding of our clients
needs and unrivalled dedication to delivering exceptional service.

Page 27

13-F Investment Value

Average 13-F investment value per program ($mm)

13-F investment value by depositary bank

DB
4%
CIT
18%

Unsponsored
1%

1,207

BNY
43%
584

285
141

JPMorgan
34%

28
JPMorgan

Total = $855bn
Source: 13-F filings, December 2007

JPMorgan introduced many of the first DR programs

from all major regions of the world: Europe, Latin
America and Asia. Our history of creativity and
innovation means we dont take a one size fits all

Citibank

Bank of New
York

Deutsche Unsponsored
Bank

Source: Thomson Financial, December 2007

Market leading services from a global market

leader
When you establish a depositary receipts program
with JPMorgan, you tap into the strength and

view of our clients; instead, youll benefit from our

creativity of experts in their field and the

thoughtful approach and a customized assessment of

resources of a market leader.

your particular needs.

Our team offers you:

We provide investor relations, advisory and

Unrivalled experience with complex transactions

administrative support and leverage the resources of

our entire firm to focus on maximizing trading
liquidity and fostering broad, diversified ownership.
This helps you use your depositary receipt program to
its full potential.

The fundamentals
Our highly integrated and personalized approach

Unparalleled advisory services

Specialized liquidity solutions
A single access point to explore other JPMorgan
products and services, giving you greater
flexibility in achieving your business goals
As a JPMorgan customer, youll always have the
information you need right at your fingertips. Take

provides each and every client with the quality

full advantage of our state-of-the-art market and

service and attention that will allow their program to

information portal, adr.com, the Internets leading

thrive. This service starts by mastering the

fundamentals:
Issuing depositary receipts against the deposit of local shares with the custodian

Page 28

 Where appropriate, answering inquiries from depositary receipt holders and distributing corporate
communications to registered holders
Advising on, coordinating and assisting issuers in executing corporate actions, including disseminating
voting materials and other issuer communications, processing voting instructions received from holders
and providing information about corporate actions to the market
Handling dividend conversions to US dollars or other currencies and transmitting dividends to registered
holders
Supporting the tax reclaim process, as needed
Providing issuers with public information about holders and market activity, trends and developments

Maintaining custodian relationships

Advising on the ratio between the DRs and ordinary shares
Resources, tools and analytics available only from JPMorgan
JPMorgan delivers a wide-ranging set of services and tools to issuers and investors to promote a successful
depositary receipt program. Youll start with a dedicated relationship team that provides
ongoing support, both locally and globally. Our staff is fully familiar with legal requirements and market
practices in different countries, allowing us to bridge any gaps.
The value-added and IR services are the reason that JPMorgans depositary receipts programs have the
highest trading volumes of any depositary and explain why many leading blue chip companies who originally
established depositary receipt programs with other banks have switched to JPMorgan since 2001. As a
JPMorgan client, youll receive high quality support for your depositary receipts program. Team members
work closely with other JPMorgan partners to deliver optimal value for your company and shareholders.
With in-house capabilities in advisory services, corporate finance, research, sales and trading, technology
and operations, JPMorgan offers an integrated approach to your companys total equity strategy.

Page 29

Acquisition
The purchase by one company of another, for cash, an exchange of shares or a combination of both.
Depositary Receipts can be used as currency in an acquisition.
adr.com
JPMorgans leading edge Internet-based issuer support tool that provides convenient on demand access to
detailed information about a depositary receipts program. Comprehensive data allows issuers to monitor
program liquidity through access to information on issuance, cancellation, depositary receipts outstanding,
broker-trading activities and premium/discount analysis of ordinary shares vs. depositary receipts.
Alternative Investment Market (AIM)
AIM is the London Stock Exchange's international market for smaller growing companies. It was launched in
1995 by the London Stock Exchange to offer smaller companies from any country and any industry sector
the chance to raise capital on a market with a pragmatic and appropriate approach to regulation.
DR certificate
A certificate, similar to an ordinary share certificate, that contains the general terms and conditions of the
DR that apply to DR holders. GDR certificates are generally not issued to investors as GDRs are held in
electronic or dematerialized form in electronic settlement systems.
DR ratio
The number of underlying shares represented by one Depositary Receipt (DR). A ratio depicted as 1:3 would
reflect one DR representing three underlying shares. In cases where the share price in the home market is
very high, for example, a 3:1 ratio would indicate that three DRs represent one underlying share.
American Stock Exchange (AMEX)
A principal US stock exchange. See Auction market.
Annual General Meeting or Shareholders Meeting
A meeting held after financial year-end, where the Companys shareholders are typically invited to vote
acceptance of the Company's annual report, balance sheet and final dividend and to vote on the election of
directors and other corporate matters. Companies often use the meeting to tell shareholders about
corporate business prospects in the early months of the new financial year.

Page 30

Annual report
A status report providing information about the current condition of a company and containing audited
financial statements for the most recent fiscal year. The annual report is typically issued once a year for
shareholders to examine before the annual general meeting.
Auction market
Stock exchanges, like the New York Stock Exchange and the American Stock Exchange, are auction markets
where buyers and sellers meet through a specialist. The London Stock Exchange and NASDAQ are dealer
markets where competing market makers offer to buy and sell stock acting as principals.
Beneficial DR owners
Beneficial owners are the investors who actually receive the benefits of owning a particular share
(dividends, voting rights, share price increase). The Depositary Receipts are normally held in street name
by banks and brokers within a securities depository institution, the Depository Trust Company (known as
DTC), Euroclear or Clearstream. This arrangement facilitates trading and settlement. It is estimated that
approximately 80% to 90% of all shares (and DRs) are held in street name.
Blue Sky laws
In addition to federal or US laws regulating securities (i.e., the Securities Act of 1933 and the Securities
Exchange Act of 1934), there are also state-enacted Blue Sky laws governing the sale and offering of
securities within the 50 US states to further protect investors from fraudulent practices. In general, listed
securities are exempt from Blue Sky laws. However this is not the case with over-the-counter securities, and
issuers considering the quotation or offering of their securities over-the-counter in the US would need to
review the Blue Sky requirements and/or potential exemptions that may pertain. In the case of Rule 144A
DRs, they are offered and sold in private placements which are generally exempt from Blue Sky
requirements.
Buy-side
Financial institutions whose primary business is to make investments either for themselves or on behalf of
other investors. The opposite of sell-side (financial institutions whose primary business is trading).
Cash flow
A term that describes an issuers cash earnings, as opposed to after-tax earnings. Cash flow is net income
plus depreciation and amortization.
CEDE & Co
The nominee name for the Depository Trust Company. CEDE & Co. represents the aggregate position of DTC.

Page 31

Clearstream
An international system for the clearing, settlement and custody of securities, created in 2000 by the merger
of Cedel International and Deutsche Borse Clearing.
Convertible securities
Securities that can be converted under specified circumstances into a preset number of shares at a pre-set
conversion price, including warrants, convertible debt (bonds, notes and debentures) and convertible
preferred stock. The conversion price is usually at a premium over the current or average price, but
purchasers of the convertible security hope the price of the underlying security will rise.
Common Depositary
A Common Depositary acts as safekeeping agent on behalf of Euroclear and Clearstream for a wide range of
financing instruments, including Depositary Receipts. The DR Depositary issues a Global Note that is held by
the Common Depositary. Issuance and cancellation instructions are sent by the DR Depositary to the
Common Depositary to increase or decrease the DRs outstanding.
Cross border transactions
Financial and economic activities that span national borders and are international in nature.
CUSIP number
A unique identification number assigned to a security to facilitate clearing operations. The numbering
system used in the US is administered by the Committee on Uniform Security Identification Procedures
(CUSIP).
Custodian
A custodian is an agent for the depositary bank and holds the ordinary shares underlying the DRs in the
issuers home market. When new DRs are issued, the custodian accepts additional ordinary shares for
safekeeping. When DRs are cancelled, the custodian releases the ordinary shares in accordance with
instructions received from the depositary. The custodian acts on instructions given by the depositary to
collect and remit dividends and forwards notices and reports to the depositary. Custodians are appointed by
the depositary.
Dealer (market maker)
Dealers, also called market makers, use their own capital resources to represent a stock. Many market
makers can represent the same stock; thus, they compete with each other to buy and sell that stock to
investors. A market maker maintains firm bid and offer prices in a given security by standing ready to buy or
sell at publicly quoted prices.

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Deposit agreement
A contract between an issuer and depositary bank that sets forth the legal relationship and obligations of
each party. Investors become subject to the Deposit Agreement when they buy a Depositary Receipt.
Depositary bank
A bank or trust company which oversees all the stock transfer and agency services in connection with a
depositary receipt program.
Depositary receipt (DR)
A DR is a negotiable certificate that represents ownership of shares of an overseas company which are held
in custody in an issuers home market. The structure of a DR includes a ratio, which correlates the amount
of underlying shares to the receipt. A DR can be cancelled for its underlying shares at any time, subject to
payment of applicable fees.
Depositary share (DS)
A DS is the instrument that is actually traded. It represents the underlying share, which trades in the
issuers home market. Although the terms DR and DS are used interchangeably (including in this Reference
Guide), the difference is that a DR is the certificate while the DS is the share.
The Depository Trust Company (DTC)
DTC is the primary electronic safekeeping, clearing and settlement organization for securities traded in the
US. DTC uses electronic book-entry to facilitate settlement and custody rather than physical delivery of
certificates. Its nominee name is Cede & Co.
Derivative
A generic term often applied to a wide variety of financial instruments that derive their cash flows, and
therefore their value, by reference to an underlying asset, reference rate, or index. Options on DR issues,
for example, would be derivative securities. An option to purchase the S&P 500 index is also a derivative.
Dubai International Financial Exchange (DIFX)
The DIFX is an international stock exchange between Western Europe and East Asia. It opened in September
2005. Its standards are comparable to those of leading international exchanges in New York, London and
Hong Kong. The aim of the DIFX is to enable regional and international investors to share in the rapidly
growing wealth of its region, which includes the Middle East and the Indian sub-continent.
Diversification
The spreading of investment risk by constructing a portfolio that contains many different investments whose
returns are relatively uncorrelated. Risk levels can be reduced without a corresponding reduction in returns.

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Dividends
Dividends for DRs are paid in the currency of the DR. The amount is converted from the currency of the
issuer on or about the day the dividends are paid and the funds received by the depositary.
ECNs
ECNs (Electronic Communications Networks) are off-exchange electronic trading networks that compete with
exchanges as markets for US and non-US securities. ECNs (e.g., Instinet, Archipelago) provide additional
liquidity for securities by offering automated order entry and execution capabilities for institutions, market
makers and individual investors.
Euroclear/Clearstream
An international clearing organization that provides clearance/settlement and borrowing/lending of
securities and funds through a computerized book-entry system. The system covers both bonds and equities
and serves major financial institutions in more than 80 countries.
Extraordinary general meetings
A company meeting of shareholders called for an extraordinary purpose, such as the approval of a merger or
a capital increase. This is in contrast to the annual general meeting (a routine meeting of shareholders to
approve the accounts and dividend payments and to elect directors).
Flowback and flow forward
Flowback means the DR supply is reduced due to net selling by DR investors. This occurs when DRs are
canceled and the underlying shares are released by the custodian and sold into their home market. Flow
forward is the reverse, meaning that DR supply is being created from ordinary shares and international DR
ownership increases. Flowback does not necessarily mean that international investors are reducing their
exposure to the Company. It could indicate international investors preference for the purchase of the
ordinary shares.
Institutional investors
Financial institutions, such as pension funds, investment trusts, mutual funds, banks and insurance
companies, that invest large amounts of capital in financial markets on behalf of their clients or on their
own behalf.
International Order Book (IOB)
Used in the LSEs Main Market, the IOB is based on an electronic order book with the option for member
firms to display their identity pre-trade by using Named Orders, offering brokers greater visibility in the
market. It offers direct access to securities from 37 countries through one central order book. This trading
platform is exclusively used by DRs and attracts approximately $27bn of liquidity every month. The IOB does
not operate a central counterparty trades are settled bilaterally by the firms concerned. Upon execution,
each firm that is party to an automated trade is notified of its counterparty.
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Investor relations
The practice of communicating information about a company and its financial performance to existing and
potential shareholders.
Listing requirements
The criteria that must be met before a security is listed and ready to trade on a given securities market.
Each market sets its own listing requirements, which may include considerations such as the number of
publicly-held shares, the number of shareholders and published accounts for a minimum number of years.
Liquidity
The ease with which securities can be traded on a market and turned into cash. Markets or instruments are
described as being liquid, and having depth or liquidity, if there are enough buyers and sellers to absorb
sudden shifts in supply and demand without price distortions. DRs are generally as liquid as the underlying
securities, as additional DRs can generally be sourced from the home market if demand increases.
Conversely, at DR cancellation ordinary shares are released into the home market.
London Stock Exchange (LSE)
The London Stock Exchange is made up of several markets created to respond to the needs of different
market participants. The three markets on which DRs can trade are the Main Market, the Professional
Security Market and the Alternative Investment Market. In practice, the majority of DRs trade on the Main
Market.
Luxembourg Stock Exchange
The Luxembourg Stock Exchange offers DR issuers another venue for the trading of their DRs. There are two
markets on which they can trade the Main Market and the Euro-MTF.
Market capitalization
The price of a stock multiplied by the total number of shares outstanding. This is also the markets total
valuation of a public company.
Market maker
See dealer.
Merger
The joining together of two or more companies. A merger can be effected in the context of an acquisition
or takeover.
NASD
A US regulatory organization for brokers and dealers that enforces legal and ethical standards.

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NASDAQ
The National Association of Securities Dealers' Automated Quotations System, formerly owned and operated
by the National Association of Securities Dealers (NASD). Many leading high-tech companies are listed on
NASDAQ, the electronic stock market based in New York.
Negotiable instrument
A security that can be traded or transferred freely.
NYSE
A principal US stock exchange. See Auction market.
OTC Bulletin Board (OTCBB)
The OTCBB is a regulated quotation service that displays real-time quotes, last-sale prices and volume
information in over-the-counter (OTC) equity securities. OTC securities, generically, are equities that are
not listed or traded on an organized exchange.
Paying agent
An institution appointed to supervise the payment of dividends to shareholders and the payment of principal
and interest to bond holders, on behalf of the issuers of those shares or bonds. For floating rate notes, the
paying agency also sets the level of the coupon each quarter based on a reference interest rate on a
predetermined day.
Payment date
The date on which a dividend payment is due to be paid.
Pink Sheets
Pink Sheets LLC is the leading provider of pricing and financial information for the over-the-counter (OTC)
securities markets in the US. Its centralized information network includes services designed to benefit
market makers, issuers, brokers and OTC investors.
PORTAL
PORTAL is an acronym for Private Offerings, Resales and Trading through Automated Linkages a screenbased automated system that provides security descriptions and pricing information specifically for 144A
issues in the US. PORTAL was developed by the NASD to support the distribution of private offerings and to
facilitate liquidity in the secondary trading of Rule 144A Securities.

Page 36

Professional Security Market (PSM)

The Professional Securities Market (PSM), one of the LSEs markets, enables companies to raise capital
through the issue of specialist securities, such as depositary receipts, to professional or institutional
investors. As a result, the listing standards differ from those of the Main Market, which can be accessed by
all investors.
Private placement
An offering of securities that is placed with investors who are not solicited through public means. Privately
placed securities generally have restrictions on transferability and are not listed on a stock exchange.
Privatization
The sale of state-owned commercial and industrial businesses to the private sector by the Government.
Proxy
A written authorization by a shareholder for another party, or a company's board of directors, to cast votes
on the shareholders behalf at a shareholder meeting.
Public float
Shares generally available for trading and distribution among public investors are considered an issuers
public float. Public float is often defined as shares that are not held directly or indirectly by any officer or
director of the issuer and by any other person who is the beneficial owner of more than 10% of the total
shares outstanding.
Public offering
An offering of shares to the public. Public offerings are used by companies to raise new funds. The issuer
normally offers the shares to the public through an underwriter who sets the price, promotes the offering
and usually guarantees to take the shares at a certain price to protect the issuer against adverse market
movements.
Qualified Institutional Buyer (QIB)
QIBs are investors eligible to participate in the US Rule 144A market. The SEC defines these primarily as
institutions that manage at least $100mm in securities including banks, savings and loans, insurance
companies, investment companies, public employee benefit plans, employee benefit plans under ERISA, or
an entity owned entirely by qualified investors. Also included are registered broker-dealers owning and
investing, on a discretionary basis, $10mm in securities of non-affiliates.
Record date
The date on which a shareholder must be the official owner of shares to be entitled to receive a dividend, to
vote at a shareholders meeting, or to act on other corporate matters.

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Rights offering
A method for issuers to raise equity capital without diluting the equity stakes of investors is to offer existing
holders the right to purchase additional shares. Holders of the stock are typically granted the right to
subscribe for and purchase a set number of shares for each share held.
Rule 12g3-2(b)
Under certain circumstances, the SEC exempts non-US companies wishing their shares to be traded in the US
from the full reporting requirements of the Securities Exchange Act of 1934, as amended. The information
supplying exemption, also known as a Rule 12g 3-2(b) exemption, can be obtained by those non-US
corporations that are not seeking a listing on a US exchange, or are not intending to launch a public offering
of their securities in the US. The exemption requires an issuer to post on its website, or to furnish to the
SEC, English language versions of information made public in the issuers home country.
SEC (Securities and Exchange Commission)
The US regulatory body responsible for overseeing and administering rules and regulations associated with all
sectors of the securities industry. Its main aim is to protect investors and maintain the integrity of the
markets by full public disclosure.
Sector
A distinct subset of a market, society, industry or economy, whose components share similar characteristics.
Stocks are often grouped into different sectors depending upon the company's business.
Securities Act of 1933 (as amended)
The first Congressional law enacted in the US to regulate the offer and sale of securities. The Securities Act
of 1933, as amended, requires registration of public offerings and disclosure of material information to
investors, and includes measures to discourage fraud and deception.
Securities Exchange Act of 1934 (as amended)
The act that created the SEC, the Exchange Act prohibits manipulative and abusive practices in the financial
markets, requires registration of stock exchanges, brokers, dealers and exchange-listed securities, requires
periodic disclosure of certain material information by issuers including audited financial statements, and
imposes restrictions on insider trading.
Sell-side
The term used to describe to financial institutions whose primary business is trading. The opposite of buyside (financial institutions who make investments either for themselves or on behalf of other investors).
Settlement
The conclusion of a securities transaction; a broker/dealer buying securities pays for them; a selling broker
delivers the securities to the buyers broker.
Page 38

Singapore Stock Exchange (SGX)

The Singapore Stock Exchange is a market in Asia on which DRs can list and trade.
Shareholder
An individual who holds shares or stock in a company.
Share buybacks
Companies purchase their own shares on the open market or through an offering, often as a corporate
finance strategy to signal to the market that its shares are under-valued. It is also used by companies with
excess cash and no investment opportunities. A companys buyback program can increase the demand for its
shares or DRs and reduce their supply. Buybacks can also be a method for cash-rich companies to provide
tax-free dividends to shareholders. Corporate law in countries around the world varies as to the extent,
percentage and permissibility of buybacks.
Specialist
The specialist plays an essential role in the auction market process (e.g., NYSE and Amex). As the brokers
broker, the specialist brings together buyers and sellers of the stock of the listed companies to which it is
assigned. In the event of order imbalances, where either buyers or sellers are outnumbered, the specialist
has an affirmative obligation and responsibility to act as principal.
Stock options
Options that give the holder the right, but not the obligation, to buy or sell a stock or share at a particular
price on or before a certain date.
Stock split
The division of outstanding shares of a corporation into a larger number of shares. For example, in a 2-for-1
split, each holder of 100 shares would then have a total of 200 shares, and the stock price will generally
adjust to half of its pre-split level.
US GAAP
US Generally Accepted Accounting Principles (US GAAP) is a set of rules governing the presentation of
financial statements as approved by the SEC and the Financial Accounting Standards Board.
Underwriter or Placement Agent
The institution that agrees, for a fee, to take up a specific quantity of a new issue at the issue price if there
is insufficient demand.

Page 39

A. How DRs are issued and cancelled

Standard
Standard issuances
issuances

Standard
Standard cancellations
cancellations

International
Stock
Exchange

Investor1
Buy GDRs

Investor1
Sell GDRs

DTC/Euroclear/
Clearstream

Broker2, 6

Issue GDRs
International
market

Broker

Cancel GDRs

JPMorgan
(Depositary)

Confirmation

International
market

Instruction

Buy shares4
Local market

Sell shares

Deposit shares

Local custodian5

Buy shares

Release shares4, 6

Local market

Sell shares

Local broker

Local broker
Local market

Issuances

Cancellations

1. Investor calls broker with an order to buy 100 DRs in a

1. Investor calls broker with an order to sell 100 DRs in a

company.

company. At settlement (usually T+3), the investor will

deliver the DRs to the broker.

2. Broker can fill order by either buying DRs on the international 2. Broker completes the sell order by either selling DRs on the
exchange on which they trade or purchasing ordinary shares

international exchange on which they trade or converting

in the local market and converting them to DRs.

the DRs to ordinary shares and selling such underlying

shares in the local market.

3. If the broker chooses to buy in the local market, they will

3. If the broker sells in the local market, they will conduct

conduct their trade via a local broker. The broker will then

their trade via a local broker. If the broker converts the

notify JPMorgan to expect the delivery of shares at the local

DRs to ordinary shares, the broker will deliver the DRs to

DR custodian. They request JPMorgan to issue DRs to a

JPMorgan for cancellation and provide the necessary

specific account.

delivery instructions for the ordinary shares.

4. The custodian notifies JPMorgan when the shares are credited 4. JPMorgan instructs custodian to deliver local shares to
to JPMorgans account.

account provided by broker, subject to sellers payment of

DR cancellation fees and any other applicable charges.

5. JPMorgan delivers DRs to the broker, subject to the buyers

5. Custodian delivers shares as instructed.

payment of DR issuance fees.

6. Broker delivers DRs to investor.

Page 40

6. Local broker receives shares.

B. Timetable of activities for an LSE listing / Rule 144A

program
Company
12 24 weeks before admission
Establish and organize transaction
team
Detailed timetable &
responsibilities agreed
6 12 weeks before admission
Review of problem areas
Draft preliminary offering circular
for U.S. and non-U.S. tranches
(Note: depositary provides
description of ADRs/GDRs for
offering circular)
Other documents in first draft
Initial review of pricing issues
First drafting meetings
Draft documents submitted to the
UKLA for Regulation S component*
Initial meetings with LSE
Review of PR/IR presentations for
Regulation S component
Analyst presentation
Begin planning U.S. and European
roadshow (for Regulation S
component), communications
materials, web site
enhancements, and target
qualified institutional buyers
eligible to participate in the
offering
Select ratio
1 6 weeks before admission
Drafting meetings
Due diligence on prospectus
PR/IR meetings and road show
Formally submit and agree all
documents with UKLA
Print pathfinder prospectus for
Regulation S component if
required
Negotiate Deposit Agreement
Negotiate placement agent
agreement with investment bank
1 week before admission
All documents completed and
approved by UKLA
Pricing & allocation meeting
Register prospectus
Sign subscription agreement
Print final prospectus for
Regulation S offering and U.S.
offering circular

Page 41

UKLA

Exchange Corp. broker

Sponsor

IR

Lawyers

Accountant

Depo

Company UKLA Exchange Corp. broker Sponsor Depo Accountant Lawyers IR

Admission week
Submit 48 hour documents to LSE

Formal application for LSE listing

and admission to trading

Pay UKLA and Exchange fees

LSE Listing & admission to trading

granted
Apply for PORTAL system

eligibility (for Rule 144A program

in the U.S.)
Arrange Euroclear, Clearstream

and DTC eligibility for book-entry

settlement and delivery
Offering is priced, placement

agreement is signed and

securities are initially sold
Closing: execute Deposit

Agreement; placement agent

delivers cash proceeds to issuer;
depositarys custodian receives
underlying shares; depositary
delivers ADRs/GDRs to lead
placement agent through DTC,
Clearstream and/or Euroclear (as
applicable) for further delivery to
investors
Trading commences

Where permitted, send

announcement of program to
broker community
Post-Closing
If establishing side-by-side

Level I ADR and Regulation S ADR

programs (traded OTC): 40 days
after the last closing of the
Regulation S only issuance, the
issuer and depositary may file a
Form F-6 with SEC to Establish a
Level I ADR program
It is likely that documents will be submitted to the UKLA several times. This will enable all the parties and the authorities
involved in the preparation/approval of the document to ensure it can be authorized by the time it is formally submitted.
One of their roles is to verify each of the statements or claims in each document.
The UKLAs listing rules require that the minimum amount of time between the initial submission of documents and approval is
20 working days.

Page 42

Contact Information
William Kirst
Latin America Regional DR Head
+1 212 623 9225
william.kirst@jpmorgan.com

Mark Downing
EMEA Regional DR Head
+44 207 777 2022
mark.n.downing@jpmorgan.com

Kenneth Tse
APAC Regional DR
+852 2800 1859
kenneth.k.tse@jpmorgan.com

Shaun Parkes
Head Global Head of Sales Depositary Receipts
+44 207 777 2356
shaun.parkes@jpmorgan.com

For market information on Depositary Receipts (DRs) and international equities go to JPMorgans awardwinning web site www.adr.com. For more information on JPMorgans Depositary Receipt services go to
http://www.jpmorgan.com/visit/adr.
About JPMorgan Chase
JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $1.5 trillion and
operations in more than 50 countries. The firm is a leader in investment banking, financial services for
consumers, small business and commercial banking, financial transaction processing, asset and wealth
management, and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase serves
millions of consumers in the United States and many of the worlds most prominent corporate, institutional
and government clients under its JPMorgan and Chase brands. Information about the firm is available at
www.jpmorganchase.com.

Page 43

Disclaimers
The information contained in this document is for general informational purposes only. It is not a
complete analysis of the matters discussed and should not be relied upon as legal advice. Although
the information set forth herein is believed to be reliable, JPMorgan makes no warranty or
representation as to the completeness or accuracy of the information contained in this document.
The opinions, estimates, strategies and views expressed in this document constitute the judgment of
JPMorgan as of the first published date of this GDR Guide and are subject to change without notice.
The information contained in this document may become out of date over time, and JPMorgan
undertakes no obligation to update the contents hereof.
This material is not intended as an offer or solicitation for the purchase or sale of any security or
financial instrument. JPMorgan Securities Incorporated or its broker-dealer affiliates may hold a
long, short or other position, trade on a principal basis or act as market maker in the financial
instruments of any issuer discussed herein or act as an underwriter, placement agent, advisor or
lender to such issuer. Neither JPMorgan nor any of its affiliated companies, officers or directors shall
be liable for any loss or damage of any kind arising out of the use of the information contained in this
document, or any errors or omissions in its contents.
Any links or references provided for herein are provided for informational purposes and do not imply
that JPMorgan has reviewed such web site or the contents thereof, nor does it imply that any
information on such website is information provided by JPMorgan.
In the United Kingdom (U.K.) and European Economic Area: Issued and approved for distribution in
the U.K. and the European Economic Area by J.P. Morgan Europe Limited (JPMEL). In the U.K,
JPMorgan Chase Bank, London Branch and J.P Morgan Europe Limited are authorized and regulated by
the Financial Services Authority.
Additional information is available upon request.
Copyright 2008 JPMorgan Chase & Co. All rights reserved.

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