Your U.K.-based broker will need to liaise with Computershare to cancel the relevant Depositary Interests (“DIs”, as traded on AIM), withdraw certificated ordinary shares from the DI system and transfer them into the American Depositary Receipts (“ADRs”) account held by Deutsche Bank. Upon receipt of the certificated ordinary shares, Deutsche Bank will be able to issue ADRs, which can be traded on Nasdaq.
None of the Company, Computershare or Deutsche Bank is able to provide any assurances as to the timing involved in the conversion of DIs into ADSs.
Your U.S.-based broker will need to cancel the American Depositary Receipts (“ADRs”, as traded on Nasdaq) with Deutsche Bank, who then delivers the corresponding ordinary shares to your U.S.-based broker in certificated form. Your broker will submit the certificated shares and a physical copy of the CREST instrument of transfer to the CCSS counter (CREST Courier and Sorting Service) for onward receipt to Computershare, who will issue Depositary Interests (“DIs”) into the CREST account held by your U.K.-based broker, or into your own CREST account if applicable. The DIs can then be traded on AIM.
None of the Company, Computershare or Deutsche Bank is able to provide any assurances as to the timing involved in the conversion of ADSs into DIs.
Deutsche Bank contact information:
DR Markets Distribution
New York – Tel: +1 212 250 9100
London – Tel: +44 (0) 20 7547 6500
Hong Kong – Tel: +852 2203 7854
Computershare contact information:
Computershare Investor Services PLC
Bristol BS99 6ZY
Telephone: +44 (0) 370 707 4040
Facsimile: +44 (0) 370 703 6114
Chi-Med’s Directors believe that the U.S. represents one of the most important markets for the development of the Company’s drug candidates, and the U.S. also has a large number of specialist healthcare investors. Chi-Med has been listed on the AIM market of the London Stock Exchange since 2006. The Directors believe that the Nasdaq listing helps the Company to obtain exposure to the U.S. capital markets, increase its profile amongst U.S. investors and benefit from the additional liquidity provided by such listing. The dual listing on Nasdaq and the London Stock Exchange allows Chi-Med’s shares to be more accessible to U.S. institutional and retail investors while enabling U.K. AIM shareholders to continue to hold their existing AIM-listed ordinary shares and to have the choice of trading those securities in the U.S. or the U.K. markets.
Chi-Med is listed on the Nasdaq Global Select Market under the ticker symbol HCM. It is also admitted to trading on the AIM market operated by the London Stock Exchange under the same symbol HCM.
AIM is the London Stock Exchange’s international market for growth companies and it is the most successful growth market in the world. Additional information is available at www.londonstockexchange.com.
The Nasdaq Stock Market, also known as simply Nasdaq, is an American stock exchange. It is the second-largest stock exchange by market capitalization in the world, after the New York Stock Exchange. Additional information is available at www.nasdaq.com.
Chi-Med’s ordinary shares are traded on AIM and trades are settled electronically through the CREST system in the form of depositary interests (“DIs”). Technically, a portion of Chi-Med’s ordinary shares are held by a depositary, Computershare Investor Services plc (“Computershare”). Computershare issues DIs representing the underlying ordinary shares on a one-for-one basis and maintains a register of DI holders. The corresponding ordinary shares are held by Computershare on trust for the holders of DIs.
CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument, so that trades can settle electronically. Securities issued by non-U.K. companies, such as the ordinary shares of Chi-Med, cannot be directly held or transferred under the CREST system, which is why DIs are required.
A DI is a facility created to enable Chi-Med’s ordinary shares to be delivered, held and settled under the CREST system. Each DI will be treated as one ordinary share for the purposes of determining, for example, entitlement to dividends, voting rights, participation in pre-emptive follow-on offerings and returns of capital. DIs are a common feature of the AIM market and are used by many non-U.K. AIM companies.
Chi-Med’s ordinary shares are traded on Nasdaq in the form of American depositary receipts (“ADRs”). Technically, a portion of Chi-Med’s ordinary shares are held by its ADR depositary bank, Deutsche Bank Trust Company Americas (“Deutsche Bank”). This portion of ordinary shares underlies the issuance of ADRs to new shareholders who invest in Chi-Med’s U.S. public offering. The ADRs are a common feature used by non-U.S. companies on the Nasdaq Stock Market.
An ADR is a negotiable U.S. instrument 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. ADR dividends are paid to investors in U.S. dollars. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by U.S. investors.
ADS ISIN: US44842L1035
ADS CUSIP: 44842L 103
This ratio reflects the number of ordinary shares that correspond to one ADR. In the case of Chi-Med, each ADR represents one-half of one ordinary share.
A depositary is an entity which facilitates cross-border trading of an issuer’s shares. Among other things, depositaries provide ADR and DI issuance and cancellation services, and associated share transfer services such as maintaining the register of ADR or DI holders, distributing dividends to ADR and DI holders, providing annual meeting services and executing corporate actions. So, in practice, Deutsche Bank and Computershare, as the depositaries, maintain records of the holders of ADRs and DIs, respectively and manage the flow of shares between the two separate markets, essentially converting DIs into ADRs when there is demand in the U.S., and converting ADRs back into DIs when there is demand for the DIs in the U.K. This service facilitates liquidity between the two markets with the objective that any price differential between the two markets is kept to a minimum.
When you instruct your broker to buy Chi-Med’s ordinary shares on your behalf, your broker will have the option of buying DIs on AIM, or buying Nasdaq listed ADRs. Conversely, when you wish to sell your position, your broker will either sell them on AIM, or otherwise, may sell them on the Nasdaq market. Any necessary conversion of securities would first be effected in the manner described above. In any event, this would be a seamless process for shareholders. Unless they particularly wish to give specific instructions in that regard (in which case they are free to do so) shareholders will not need to be concerned with which market their shares are purchased from or sold into. Brokers will simply buy or sell in the market where there is the most liquidity at that time.
You can buy an ADR or a DI through a broker, just as you would any other U.S. or U.K. securities.
Yes, it is permissible for U.K. DI holders to purchase ADRs directly or to convert some or all of their U.K. DIs into ADRs. The conversion process is described in further detail above. We would advise that U.K. shareholders seek advice from their broker and/or tax adviser.
Yes, it is permissible for ADR holders to purchase DIs directly or to convert some or all of their ADRs into DIs. The conversion process is described in further detail above. We would advise that U.S. shareholders seek advice from their broker and/or tax adviser.
Holders of ADRs/DIs may authorize Chi-Med’s applicable depositary, Deutsche Bank or Computershare, to act as a proxy in exercising voting rights in accordance with the ADR/DI holder’s directions according to the number of ordinary shares represented by their respective ADRs/DIs.
You can send an email to investor relations requesting to be notified of any new updates announced at www.chi-med.com/news.
Chi-Med’s annual report, interim report and other press releases can be downloaded from Chi-Med’s website.
Chi-Med’s financial year ends on December 31.