In legal practice, a global depositary receipt (GDR) is a negotiable security issued outside the issuer’s home market by a depositary bank, representing a specified number of a foreign
company’s underlying
shares held by a custodian. It allows those interests to be offered, admitted to trading and settled in another market (commonly London or Dublin) in a convenient currency, while the depositary passes through dividends and other distributions and facilitates voting by instruction under the deposit agreement.
Key features include: beneficial (not legal)
ownership of the underlying shares; creation and cancellation on deposit/withdrawal; sponsored or unsponsored programmes; and settlement typically through Euroclear or Clearstream. GDRs are used for cross-border capital raising and secondary trading, and are distinct from American depositary receipts (ADRs), which are US-focused.
“Global depositary receipt” is a market term rather than a single statutory definition, though the concept appears across the UK Listing Rules and onshored Prospectus Regulation, the EU Prospectus Regulation (Ireland), exchange admission rules, and UK/Ireland tax provisions on depositary receipts and clearance services. Market usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland, but regulatory and tax treatments (including potential stamp duty/SDRT or Irish stamp duty reliefs) vary by transaction and require...