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Foreign private issuers<br />
SEC registration: As a U.S.-listed company,<br />
a foreign issuer must comply with the<br />
registration provisions and continued<br />
reporting requirements of the Securities<br />
Exchange Act, as amended, as well as<br />
certain registration provisions of this<br />
act. For more information about the SEC<br />
registration and reporting requirements,<br />
please refer to Chapter 5.<br />
Establishing an ADR program: roles and responsibilities of foreign issuer,<br />
depositary bank and other parties<br />
Custodian<br />
• Receive local<br />
shares in<br />
issuer’s home<br />
country.<br />
• Confirm<br />
deposit of<br />
underlying<br />
shares.<br />
• Hold shares<br />
in custody for<br />
the account<br />
of depositary<br />
in the home<br />
market.<br />
Depositary<br />
• Provide advice/perspective on type of program, exchange or<br />
market on which to list or quote.<br />
• Advise on ratio of depositary shares to ordinary shares.<br />
• Appoint custodian.<br />
• File Form F-6 if Level one, 2 or 3 program.<br />
• Review draft registration statement or offering memorandum,<br />
depending on type of program to be established.<br />
• Coordinate with all partners to complete program implementation<br />
steps on schedule.<br />
• Coordinate with legal counsel on Deposit Agreement and<br />
securities law matters.<br />
• Prepare and issue certificates and/or direct registration statements.<br />
• Announce DR program to market (brokers, traders, media, retail/<br />
institutional investors via news releases and internet.<br />
Issuer<br />
• Provide depositary and custodian with<br />
notices of dividends, rights offerings and<br />
other corporate actions, including notices of<br />
annual and special shareholder meetings.<br />
• Ongoing compliance with stock exchange<br />
and SEC regulations, including disclosure<br />
and reporting (coordinating with legal<br />
counsel/accountants).<br />
• Executes U.S. focused investor relations<br />
plan.<br />
Legal counsel (depositary’s<br />
and issuer’s)<br />
• Prepare draft deposit agreement<br />
(depositary bank’s counsel) and file<br />
required registration statements with<br />
the SEC.<br />
• Manage compliance with U.S.<br />
securities laws, rules and regulations<br />
and perfect any securities law<br />
exemptions (if Rule 144A/Reg S<br />
program) (issuer counsel).<br />
Accountants (Level II/III ADRs only)<br />
• Prepare issuer’s financial statements in accordance with, or reconcile to, U.S. GAAP<br />
or accepted IFRS standard.<br />
• Review registration statement or offering circular and provide requisite opinions.<br />
Investor relations advisor/firm<br />
• Develop long-term plan to raise awareness of issuer’s program in the United States.<br />
• Develop communications plan and information materials for launch activities (roadshow<br />
and presentations to investors, launch day promotion, meetings with financial media).<br />
• Coordinate with issuer’s advertising and public relations teams on specific program<br />
plans to support and develop company image in the United States.<br />
Investment banks/Underwriters (Level II/III/Rule 144A/Regulation S ADRs only)<br />
• Advise on type of program to launch and exchange or market on which to list or quote.<br />
• Advise on ratio of depositary shares to ordinary shares.<br />
• Cover issuer through research reports/promote DRs to investors.<br />
• Advise on roadshows, investor meetings, investors to target.<br />
• Advise on capital market issues.<br />
• Where applicable, advise on potential merger/acquisition candidates, and other<br />
matters such as rights offerings, stock distributions, spin-offs, proxy contests, etc.<br />
If concurrent public offering:<br />
• Advise on size, pricing and marketing of offering.<br />
• Act as placement agent or underwriter in offering.<br />
• Conduct roadshows with management/introduce issuer to institutional and<br />
other investors.<br />
• Line up selected dealers and co-underwriters for offering.<br />
100 NYSE IPO Guide