Intermediaries in the Process of Foreign Listing
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Transcript of Intermediaries in the Process of Foreign Listing
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Karin Stiles
Chris Lo
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Establishing a DR Program
Issuer Develops team of advisors
Investment Bank
LawyerDepositary
BankAccountant
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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.
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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.
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Accountant
Prepare issuers financial statements according to the standards required in the host market.
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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.
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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.
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**Honk Kong only had 3 capital raising events, data aggregated into China on table 4.
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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
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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
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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
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Destinations of foreign listings
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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
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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)
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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
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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)?
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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.