ADR Programme Q and A

What is an American Depository Receipt (ADR)?

An ADR is a negotiable U.S. certificate representing ownership of shares in a non-U.S. corporation. ADRs are quoted and traded in U.S. dollars in the U.S. securities market. Also, the dividends are paid to investor in U.S. dollars. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by U.S. investor, and to provide a corporate finance vehicle for non-U.S. companies.

What are the benefits of ADRs to US investors?

US investors generally prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs trade, clear and settle according to US market conventions. One of ADRs’ main advantages is the facilitation of diversification into foreign securities. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information, if listed. ADR holders also appreciate dollar dividend payments and receiving corporate action notifications.

What types of companies issue ADRs?

ADRs issuers are typically large multinational corporations. Any non-U.S. company seeking to raise capital in the U.S. or increase their base of U.S. investor can issue ADRs.

Is it easy to get information and updates on an ADR company?

Investors receive annual reports and proxy materials in English. ADR issuers generally have full information in English about themselves on their websites, as well as on the main depositary bank websites, and are better tracked by the main U.S. financial websites. ADRs listed on U.S. exchanges provide holders with the same level of information as any other U.S. security. Trading information is readily available, financials are reconciled to U.S. Generally Accepted Accounting Principles (GAAP), and the SEC regulates the Company's disclosure to investor. Clover Ltd’ ADRs are not listed on a US exchange, and Clover Ltd does not provide US GAAP financial statements.

Where are Clover Ltd ADRs traded?

The ADRs are traded Over-The-Counter. The trading code is CLOVY. The CUSIP number is 18914J105. The ratio between the ADR and the ordinary share is 1:10

Who is the depositary for ADRs for Clover Ltd?

The Bank of New York. The depositary bank plays a key role in the process of issuance and as cancellation of ADRs. It also maintains the ADR holder register and distributes the dividends in US dollars. For additional information, please visit The Bank of New York's website www.adrbnymellon.com

What is the difference between a Registered holder and a Beneficial ADR holder?

A registered holder is one whose name appears on the books of the depositary. The registered holder is considered the owner of record. A beneficial holder is one whose holdings are registered in a name other than their own, such as in the name of a broker, bank or nominee.

How are ADR dividends paid and taxed?

Dividends are paid in U.S. dollars and are generally taxable, just like dividends on U.S. shares. In addition, taxes may be withheld by the ADR company's local government. Depending on individual circumstances, foreign taxes withheld might be applied as a credit against U.S. taxes, or tax reclaim opportunities may be offered.

How can I find out dividend and corporate action information?

For dividend and corporate action information, please visit www.adrbny.com. Go to the DR Corporate Actions or DR Dividends & Distribution buttons on the vertical scroll bar on the left and then enter company name, CUSIP or symbol.

How can I buy ADRs via a US Broker?

You can purchase Depositary Receipts through BNY Brokerage, Inc. BNY Brokerage Inc. is a wholly owned subsidiary of The Bank of New York Company and provides professional trade execution to meet all of your investing needs.

BNY Brokerage, Inc. is a member NASD/SIPC, and is a wholly-owned subsidiary of The Bank of New York Company, Inc. Securities are not FDIC insured and may lose value.

How can I convert ordinary shares in Clover Ltd into Clover Ltd ADRs?

A shareholder wishing to convert Johannesburg Stock Exchange-listed ordinary shares in to ADRs should, in the first instance, request that their broker contact the ADR Broker Desk at The Bank of New York. 

 

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