Private and Confidential - JSE · Dodge & Cox 4.319,285.9 18,499.1 ... •Reverse Roadshows . ......

22
Issuer Services Depositary Receipt Presentation: 2011 Private and Confidential

Transcript of Private and Confidential - JSE · Dodge & Cox 4.319,285.9 18,499.1 ... •Reverse Roadshows . ......

Issuer Services

Depositary Receipt Presentation:

2011

Private and Confidential

2

Topics of Discussion

I. What is a Depositary Receipt

II. Types of Depositary Receipts

III. Who Invests in Depositary Receipts

IV. Why establish an ADR program with BNY Mellon

Section I.

What is a Depositary Receipt

4

A US Security

“ADRs (American Depositary Receipts) are US securities that represent shares of a non-US company in the US markets.

They are issued by a US bank against a holding of the underlying ordinary shares held in custody in the home market.

The Depositary Bank, which holds the shares, transmits to holders of the ADRs the rights associated with the shares (such as the vote and the dividend) according to the specific instructions laid out in a contract filed with the SEC.”

5

A Fungible Security

Investors buy ADRs through their brokers just like any other stock.

Brokers have a choice of buying ADRs and/or buying Ordinary shares and converting these to ADRs with no delay as described below.

US investor

Broker

Delivery of 100,000 ADRs

BNYM 20,000 ADRs issued

80,000 ADRs are bought

In the US market

(20,000 ADRs are still missing)

20,000 ordinary shares*

Are bought on the JSE and

delivered on to BNYM account

Delivery of 80,000 existing ADRs

Delivery of 20,000 ordinary shares*

Purchase of 100,000 ADRs

* 1 ADRs equal to 1 share (1:1 ratio)

6

A Security with Different Trading Options and Regulation

Sponsored ADR

Unsponsored ADR

NYSE

NASDAQ

AMEX

OTCQX

Pink OTC

Full

Registration

Exemption 12g3-2(b)

Market Issuer / SEC Security

Unsponsored ADRs always trade in the OTC market

OT

C M

ark

et

7

1). Wait and see Facility is in place to allow investors to buy and hold the Issuer in ADR form

Monitor ADR activity and assess market reaction

2). Take control of the ADR facility Appoint Depositary Bank and negotiate Deposit Agreement

(contains instructions to transmit ordinary share rights to ADR holders)

Determine rights given to ADR holders

Passive monitoring of the ADR facility

3). Use the ADR program proactively Strategic objectives

IR outreach

Increase stock value

and liquidity

Options for Issuers

Attract new North American investors

Reduce shareholder concentration

Develop high net worth individuals and retail ownership

Increase liquidity of the stock

Enhance the Issuer’s visibility in the US

Enable North American employees to invest easily in the Issuer

Position the Issuer for an acquisition using stock in the US

Improve alignment with sector peers which have an ADR program

The More Involved the Issuer, the More Successful the ADR

8

Costs None

BNY Mellon will pay all costs associated with the establishment of the program

There are no ongoing costs

Typically issuers sign a 5 year contract with us in order for us to recoup the costs

Regulatory Requirements Level 1 OTC ADRs have no regulatory requirements

12g3-2b exemption if you have an English website

Costs and Regulatory Requirements

Attract new North American investors Reduce shareholder concentration Develop high net worth individuals and retail ownership Increase liquidity of the stock

Enhance the Issuer’s visibility in the US Enable North American employees to invest easily in the Issuer Position the Issuer for an acquisition using stock in the US Improve alignment with sector peers which have an ADR program

Section II.

Types of Depositary Receipts

10

• First depositary bank to list DRs on an African exchange – LUSE ZDRs

• In discussions with Namibia and Botswana to list on their exchanges

• BNY Mellon, in conjunction with it's partners at the JSE and RMB, created a DR for South Africa with a view to attracting African companies looking for a more liquid equity and market as well as international companies looking to establish an African footprint

• Launched the first Indian DR (IDR) for U.K.’s Standard Chartered.

Innovation and Product Solutions

Section III.

Who Invests in Depositary Receipts

12 12

US Investment in Foreign Equities

Source: BNY Mellon Depositary Receipts 2010 Year-end Market Review. Data provided by the U.S. Federal Reserve.

13 13

US Investment in DRs

• $4.1trillion of the total $16trillion US investment, invested in non US equities

• $1.1trillion of the above estimated to be invested in DRs

Source: BNY Mellon Depositary Receipts 2010 Mid –Year Market Review. Data provided by the U.S. Federal Reserve.

Institutional Investors Holding Depositary Receipts

Top Depositary Receipt Institutional Holders

Source: Ipreo Holdings, LLC. Data as of December 31, 2010

14

Institution Name DR Value

2010 ($mm) DR Value 2009

($mm) DR Value

% Change Total Equity

Assets ($ mm) DR Value as a %

of Total Equity

Fidelity Management & Research Company 31,077.1

29,928.4 3.8 511,150.9 6.1

BlackRock Fund Advisors (formerly Barclays Global) 22,128.7

25,915.8 -1.5 760,885.9 2.9

Dodge & Cox 19,285.9

18,499.1 4.3 110,999.8 17.4

Capital Research Global Investors (U.S.) 19,132.0

17,674.3 0.8 398,457.9 4.8

Wellington Management Company 17,084.8

17,622.5 0.3 269,190.9 6.4

Capital World Investors (U.S.) 15,190.6

16,773.9 0.9 387,916.0 3.9

BlackRock Investment Management (U.K.) 12,321.5

11,619.0 0.6 253,725.7 4.9

Lazard Asset Management (U.S.) 11,722.4

10,750.2 0.9 64,328.1 18.2

T. Rowe Price Associates 11,348.0

10,106.7 1.3 274,663.3 4.1

Aberdeen Asset Managers (U.K.) 11,314.8

9,596.3 1.8 51,547.5 22.0

Information Security Identification: Confidential

Section IV.

Why Establish an ADR program with BNY Mellon

BNY Mellon Highlights

$25.5 trillion assets under custody and

administration

$1.2 trillion in assets

under management

$12.2 trillion

in outstanding debt serviced

$1 trillion of DRs serviced

As of March 31, 2011

48,000 employees in 36 countries

Acquired numerous businesses during the

recent financial crisis

Appointed by the U.S. Department of

Treasury to support the government’s

Troubled Asset Relief Program (TARP)

Strong financial ratings: S&P AA-;

Moody’s Aa2; Fitch AA-

16

Depositary Receipts Market Leader

17

Market Leader

• BNY Mellon is the market leader in Depositary Receipts with 63% market share of all

sponsored programs worldwide, 84% in South Africa, 77% of the Mining sector and

100% of all U.S.-Listed programs in South Africa.

First Depositary Receipt in South Africa

• BNY Mellon has conducted business in South Africa for over 35 years with an on-the

ground presence since 2003.

A World of Firsts

• BNY Mellon has served as depositary for the first-ever DR programs in over 40

countries including all four “BRICs” – Brazil, Russia, India & China.

Depositary Receipts Market Share - Globally South African Depositary Receipts Market Share U.S. Exchange Listed South African Depositary

Receipts Market Share

Depositary Receipts Market Leader – South Africa

18

• 33 of JSE TOP 40 have an ADR program

• 21 of the 33 are sponsored and BNY Mellon is depositary bank for 17 of these

• 60 of JSE TOP 110 have an ADR program

• 32 of the 60 are sponsored and BNY Mellon is depositary bank for 25 of these

Given our large number of clients in South Africa we are very active in the region

• 3 dedicated RMs

• Full time RM and sales person in SA

• Annual conference

• Minimum of 2 IR networking lunches per annum

• Launch of PR program locally including educating the local financial media on DRs

• Reverse Roadshows

BNY Mellon Depositary Receipt Experience in South Africa BNY Mellon acts as depositary for 37 programs in South Africa, representing 84% market share. These

numbers include all U.S. Exchange listed programs from South Africa.

19

20

6 Week Process

• BNY Mellon counsel sends draft Deposit Agreement and F6 to issuers counsel.

• Issuers counsel comments on draft Deposit Agreement.

• BNY Mellon sends issuer the draft Letter Agreement (financial contract), Certificate of Authorized Persons and W-8 BEN forms.

• Once Deposit Agreement negotiations are complete, the Deposit Agreement and F6 are executed.

• Issuers Counsel provides BNY Mellon with the executed documents and the EDGAR codes to file the documents with the SEC.

• Once the Letter Agreement, Certificate of Authorised persons and W8 form have also been executed, BNY Mellon files the F-6 and Deposit Agreement with the SEC requesting immediate effectiveness.

• BNY Mellon announces the existence of the issuer DR facility to the investment community. In addition, the announcement is posted on the BNYM ADR website.

Process

21 21

Benefits of a Sponsored Program with BNY Mellon WHY BNY Mellon

• Depositary Receipts is a key business for BNY Mellon.

• BNY Mellon is market neutral and has no conflicts of interest

• BNY Mellon is the market leader in SA, on the continent and globally

WHY establish a DR program

• No costs initial or ongoing

• No regulatory requirements for a level 1 OTC ADR

• Diversification of shareholder base

• Attraction of foreign investors

• Increase in liquidity

• Drive share price up

www.adrbnymellon.com