Depositary receipts meaning

This Resource Note summarises the key provisions in Chapter 5 of the Disclosure Guidance and Transparency Rules (DTR 5). It addresses the reporting duties of holders and issuers of interests in voting rights in an issuer whose shares are admitted to trading on a regulated or prescribed market in the United Kingdom. It signposts relevant commentary, analysis and resources to aid interpretation and provide practical guidance on applying DTR 5. Setting the scene Where relevant, the materials referenced include: the Financial Conduct Authority (FCA) Handbook FCA Guidance in the FCA Knowledge Base—Procedural notes and Technical notes (which constitute formal guidance and bind the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA’s newsletter List!, where still relevant to interpreting or applying a provision assimilated EU legislation EU Directives and EU Regulations, where still pertinent to construing a provision materials...

Practice Note This Practice Note outlines the principal legal issues to consider when a company extends a public offer of securities to investors in the United States of America (US), including: the available exemptions from SEC registration the elements that shape disclosure other regulatory considerations influencing who may or will buy the offered securities, eg: the US Investment Company Act of 1940 the Employee Retirement Income Security Act of 1974 US tax rules the US Securities Exchange Act of 1934 the financial intermediaries permitted to offer the securities in the United States whether US investors expect to hold the non-US issuer’s securities directly or through American Depositary Receipts the publicity restrictions that must be applied the role of any US advisers A company and its advisers may conduct a placement of securities in the US in several ways, eg: an offer...

STOP PRESS: On 29 July 2024, a significant overhaul of the UK listing framework took effect, which included scrapping the premium and standard segments and establishing a single listing category for equity shares in commercial companies. This commercial companies category is heavily disclosure-led and sits alongside other listing categories, such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement these changes, and the previous Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the listing regime prior to 29 July 2024. It relates to the admission of depositary receipts, commonly referred to as global depositary receipts (GDRs), to listing on the Official List of the Financial Conduct Authority (FCA) and to trading on the main market for listed securities of the London Stock Exchange (Main Market) (LSE). GDRs are transferable certificates issued by depositary banks that represent ownership of a specified number of...

ARCHIVED: This Precedent has been archived and is no longer maintained [ ISSUER ] Offering (the ‘Offering’) of [ ● ] global depositary receipts (the ‘GDRs’), with each GDR evidencing an interest in [ ● ] ordinary share[s] of nominal value [ ● ] (the ‘Shares’). 1 Parties involved in the offering Issuer ( ILC ) Custodian ( Custodian ) Clearstream Banking, société anonyme ( Clearstream, Luxembourg ) Issuer’s Counsel ( IC ) Manager’s Counsel ( MC ) Euroclear BankS.A./N.V. as operator of the Euroclear System ( Euroclear ) Issuer ( Company ) Selling Shareholder (Selling Shareholder) Manager 1 ‘ [ ● ] ’ and ‘ Stabilisation Manager ’ Manager 2 ‘ [ ● ] ’ and ‘ Settlement Agent ’ London Stock Exchange ( LSE ) Manager 1 and 2 ( Managers ) Depository ( Depository ) The Depository Trust Company ( DTC ) Financial Conduct Authority ( FCA )...

ORDINARY RESOLUTION That the directors be [ specifically authorised to [ insert details of the specific authority ] OR generally and unconditionally authorised to allot shares and grant rights to subscribe for or convert securities into shares up to an aggregate nominal amount of £[ insert figure being not more than two-thirds of the issued share capital ], comprising: ] £[ insert figure not being more than one-third of the issued share capital ]; and £[ insert figure being not more than one-third of the issued share capital ] as equity securities (section 560 Companies Act 2006) for a rights issue, open for a period set by the directors, to holders of ordinary shares (excluding the Company) on any directors’ record date, pro rata, subject to director‑determined exclusions/arrangements for fractions, overseas legal/practical issues, regulatory/stock exchange requirements [ or depositary receipts ] or any other matter. This authority ends at the next annual general meeting (or, if earlier, at close of business on...