13. Discuss GDR-Mechanism of Issue and the list of participants.
A Global Depository Receipt (GDR) is an international financial instrument that allows companies from developing markets to raise capital globally. It represents ownership in the issuing company's underlying shares but trades on foreign stock exchanges in freely convertible currencies like U.S. dollars or euros. [1, 2]
The GDR Mechanism of Issue
The process allows a domestic company to indirectly tap into foreign capital markets without having to directly list and comply with the strict regulatory requirements of foreign exchanges.
- Share Issuance: The issuing company creates and issues its ordinary equity shares in its domestic market.
- Deposit with Custodian: These shares are deposited with a local (Domestic) Custodian Bank in the company’s home country, which holds them in a trust on behalf of the depository.
- Instruction and Creation: Once the custodian confirms receipt of the shares, it instructs the overseas Depository Bank to issue a proportionate number of GDRs.
- Issuance: The Overseas Depository Bank issues the GDRs to foreign investors.
- Listing and Trading: The GDRs are then listed and traded on international stock exchanges (e.g., London, Luxembourg, or Frankfurt), and are settled independently of the underlying domestic shares. [2, 7]
Key Participants in the GDR Process
The GDR issuance process requires coordination among several core entities to ensure regulatory compliance and smooth trading:
- The Issuing Company: The corporation or business in the home country that wants to raise foreign capital by issuing equity.
- Domestic Custodian Bank: A bank located in the issuing company's home country that physically holds the underlying shares in safe custody.
- Overseas Depository Bank (ODB): An international bank (often in a financial hub like New York or London) that issues, cancels, and manages the GDR certificates based on the advice of the domestic custodian.
- Underwriter/Lead Manager: An investment bank that helps structure the issue, assesses market demand, and manages the sale of the GDRs to global investors.
- Overseas Investors: Institutional or retail investors located abroad who purchase, trade, and hold the GDRs.
- Brokers and Dealers: Financial intermediaries who facilitate the buying and selling of GDRs on the international stock exchanges.
- Legal Counsel & Escrow Agent: Professionals and institutions ensuring legal compliance across different jurisdictions and managing the flow of funds. [3, 5, 6, 9, 12]
For comprehensive breakdowns of this mechanism and real-world implementation, you can explore guides on Investopedia or GeeksforGeeks.

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