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Karin Stiles Chris Lo

Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

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Page 1: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

Karin Stiles

Chris Lo

Page 2: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

Establishing a DR Program

Issuer Develops team of advisors

Investment Bank

LawyerDepositary

BankAccountant

Page 3: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

Investment Bank

Advise on type of DR’s and the market on which to launch them.

Advise on the ratio of DR’s to ordinary shares.

Prepare research reports on the issuer.

Promote DR’s to investors via meetings and roadshows.

Page 4: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

Lawyer

Prepare contracts between the issuer and other intermediaries.

File the required registration statements with the host market regulatory authorities.

Manage compliance with the host market laws and regulations.

Page 5: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

Accountant

Prepare issuers financial statements according to the standards required in the host market.

Page 6: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

Depositary Bank

Issues DR’s on the basis of issuer’s shares held in custody by a custodian bank in the home market of the issuer.

Arranges relationships with market makers and brokers who sell DR’s to investors in the host market.

Also plays a key role in day-to-day management of a DR program by maintaining a register of DR holders, processing dividend payments for them, and keeping them informed about corporate actions of the issuer.

Page 7: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

Depositary Bank/Sponsors

Key intermediaries for foreign transactions.

Table 4 uses data from capital raising events between 1990 and May 2009 by incorporated companies in BRIC.

359 accounts used DR’s 35% of total number of such events in

the world. 40% of the total value.

Page 8: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

**Honk Kong only had 3 capital raising events, data aggregated into China on table 4.

Page 9: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

Merrill Lynch (ML)

Credit Suisse (CS)

Citibank (CITI)

Morgan Stanley

(MS)

Goldman Sachs (GS)

46% of issues

Very strong presence in China, but weak to no presence in India, Russia or

Brazil. Activities have since tripled

Presence in all markets. Activities have tripled since 1990

Equal presence in all markets. Since end of 2000, have 13X more issues

than they did from 1990-2000

Since the end of 2000, have 7X more issues than they did from 1990-2000

Big market share in China, but weak or no presence in Russia. Activities have

since tripled

Page 10: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

Host Markets

LSE – London Stock ExchangeLUX – Luxembourg Stock Exchange

NASDAQ - National Association of Securities Dealers Automated QuotationsNYSE – New York Stock Exchange

OTC – Over The Counter

Page 11: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

Summary of Intermediaries in Foreign Listings

The services of depositary banking and lead management are key to foreign listings

It is dominated by only a handful of institutions

All leading intermediaries are international, although exhibit a degree of specialization in regards to size, country and service

Relationships

Page 12: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

Destinations of foreign listings

Page 13: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

Destinations of foreign listingsNew York(NYSE and NASDAQ) and London(LSE) are the main centers of foreign listings

Main LUX Markets Technology Industrials Consumer goods

Main LSE Markets Oil & Gas Basic materials Utilities

Main NASDAQ Markets: Technology Consumer services

Main NYSE Markets: Telecommunications Health care

Page 14: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

Factors of distribution

Direct and indirect costsNYS and LSE are most expensive

Requirements in Reporting and Corporate GovernanceSEC Filing & US GAAP

Industrial specialization Proximity(nearness in place)

Page 15: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

Conclusion

Foreign listing will remain an important factor in influencing the map of the world economy

Author’s argument: a combination of the world city network and geography finance approaches

Page 16: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

Test Question:

What are some of the reasons why a company would choose not to list on the NYSE, NASDAQ or

LSE(London Stock Exchange)?

Page 17: Karin Stiles Chris Lo. Establishing a DR Program Issuer Develops team of advisors Investment Bank Lawyer Depositary Bank Accountant

Test Question

Test Question:Explain one of the reasons why a company would choose not to list on the NYSE, NASDAQ or LSE(London Stock Exchange)?

Answer(Choose 1!):1.Cost: It is expensive to list stocks on the NYSE, NASDAQ, and LSE

2.Requirements and Corporate Governance: If you intend to have your stock listed on the NYSE you need to have SEC Filing and abide by US GAAP.

3.Industrial Specialization: Some stock exchanges have specialization in a certain industry and it may be beneficial to have your company’s stock in the same stock exchange for name exposure purposes.