Sponsored Depositary Receipts

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Sponsored Level I Depositary Receipts

Sponsored Level II Depositary Receipts

Sponsored Level III Depositary Receipts

SEC Rule 144A

SEC Regulation S



Sponsored Level I DRs

Level I Depositary Receipts are traded in the U.S. over-the-counter (OTC) market.

  • Establishment of a Level I program does not require full SEC registration and the company does not have to report its accounts under U.S. GAAP or provide full SEC disclosure.

  • Sponsored Level I Depositary Receipt program allows companies to enjoy the benefits of a publicly traded security without changing its current reporting process.

  • The majority of sponsored programs are Level I. It is the fastest growing segment of the DR business.


Sponsored Level II & III DRs

  • Companies that wish to list their DRs on US stock exchange, raise Capital, or make an acquisition using securities use Sponsored Level III securities.

  • Sponsored Level II & III DRs are required to register themselves with the SEC.

  • US GAAP requirements are applicable to Sponsored Level II & III DRs


SEC Rule 144A DRs

  • A company can access the US & other Capital markets through SEC Rule 144A, without registering with the SEC.

  • Under Rule 144A, companies can raise capital through private placement of DRs with large institutional buyers (referred to as QIB) in the US.

SEC Regulation S DRs

Regulation S programs provide for raising capital through the placement of Depositary Receipts offshore to non-U.S. investors in reliance on Regulation S.


SEC Regulations

  • Shareholder wealth maximisation.

  • High standard of Corporate Governance.

  • Focus on Core-Competence.

  • Aiming to achieve Global competitiveness.

  • High Disclosure level.

  • Adherence to GAAP.



Simultaneous & upgraded DR programs

  • Companies can start off with a Level I DR program & later upgrade their programs to Level II (listing) & Level III (offering).

  • A Level I program can be established along side a Rule 144A program and a Regulation S program may be merged into a Level I program after the restricted period has expired.



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