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Global Dipository reciepts
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  Page 1    1.   Introduction......................................................................2 2.   Depositary Receipts Basics...................................................3 3.   Issuer Services.................................................................24 4.   Glossary.........................................................................30 5.   Appendices.....................................................................40 Page 1    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 company’s strategic goals. Depositary receipts hold special appeal for investors because they make investing in a company beyond the investor’s 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      Mor e 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  JPMorgan’s central source for information on depositary receipts and international equities. Page 2     JPMorgan celebrates its 80 years as the first ADR Depositary.   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 issuer’s 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 international exchange such as London or Luxembourg. 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. Page 3
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