ADR

What is an American Depositary Receipt (ADR)?

ADRs are a negotiable US dollar denominated certificate representing ownership of shares in a non-US company. ANGLE plc’s ADRs represent ANGLE plc’s ordinary shares deposited with the depositary bank, to underlie such certificates and carry the rights attached to them as detailed in the Depositary Agreement. Holders of ADRs receive dividends in US dollars (if applicable) and have the right to vote on shareholders resolutions. An American Depository Share is the share issued under the ADR agreement which is actually traded – the term ADR and ADS are often used interchangeably. ADRs were specifically designed to facilitate the purchase, holding and sale of non-US securities by US investors.

Where are ANGLE plc ADRs traded and how do I buy them?

ANGLE plc ADRs are traded on the Over-the-Counter Market known as OTCQX International. www.otcmarkets.com. The OTCQX International is a premium market tier that distinguishes leading international companies that are listed on a qualifying foreign stock exchange from other securities traded over-the-counter. The reporting and disclosure requirements of the OTCQX International are in line with the Company’s current disclosure requirements as a London Stock Exchange AIM listed company. The establishment of a Level I ADR programme does not require full SEC registration and the company does not have to report its accounts under US GAAP or provide full SEC disclosure and as such it provides non-US companies with cost effective access to US investors.

ANGLE plc ADRs can be bought through a broker or investment advisor just as you would buy other US securities. They cannot be purchased directly from ANGLE plc.

Who is ANGLE plc’s depositary bank for ADRs and what do they do?

ANGLE has appointed Citibank, N.A. (Citi) as its depository bank. Citi is the leading depository bank in the world.  www.citi.com/dr

The depositary bank performs the following roles for ADR holders:
– Issues and cancels ANGLE plc ADRs
– Records and maintains the register of ADR holders
– Is the stock transfer agent
– Distributes dividends in US dollars (if applicable)
– Facilitates the proxy voting process and exercises the voting rights on behalf of ADR holders (if applicable)
– Can distribute company circulars and Annual General Meeting documentation (if applicable)
For those holders which are not registered because their shares are held through a ‘Street name’ (nominee account), your nominee will receive company documents from time to time from Citi to distribute to ADR holders. You need to make arrangements with your nominee if you wish to receive such documents and to be able to exercise your vote through the depositary bank at General Meetings (if applicable).

The depository bank also manages the flow of shares between the two separate markets, essentially converting ordinary shares into ADRs when there is demand in the US and converting ADRs back into ordinary shares when there is demand for the ordinary shares. This service creates a liquidity between the two markets and the price for both ADRs and ordinary shares will essentially be interlinked and will fluctuate in tandem according to the level of supply and demand in the two markets and this will also ensure any price differential is kept to a minimum.

What is an ADR ratio?

This is the relation between the number of ADRs and the number of ordinary shares. Every 10 ANGLE plc ordinary shares represents 1 ANGLE plc ADR share.

How do I get information and updates on ANGLE plc?

The OTCQX listing requires information to be available to shareholders in English on a regular basis.

ANGLE plc has a Level 1 American Depositary Receipt (ADR) programme that trades on the Over-The-Counter (OTC) market in the United States of America (US). ANGLE plc ADRs commenced trading on 31 October 2014 and are quoted on the OTCQX International market – for further information see http://www.otcmarkets.com/stock/ANPCY/quote

Citibank, N.A. has been appointed as the depository bank and for additional information see

https://citiadr.factsetdigitalsolutions.com/stocks/profile.idms?cusip=03476V100

ANGLE plc’s website www.ANGLEplc.com includes all the necessary business and regulatory information including links to London Stock Exchange and the OTC Markets trading data. It is recommended that interested parties sign up to the “Email Alert” facility in the Investor Centre section on the Company’s website.

What are the benefits of ADRs to companies?

The ability to trade and/or issue ADRs in the US makes the company’s shares more accessible in the US and allows a company to build its corporate visibility within the US, broaden, diversify and expand the shareholder base, potentially enhancing overall liquidity, and allowing capital to be raised more easily from potential investors.

What are the benefits of ADRs to US investors?

ADRs are generally treated as US domestic securities. US investors may prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs are quoted and trade in US dollars and clear and settle according to US market conventions. ADRs also allow easy comparison to securities of other companies as well as access to price and trading information. An important advantage of ADRs is that they facilitate cost effective diversification into foreign securities.

How do I convert my ordinary shares into ADRs?

Converting ordinary shares into ADRs must be done through a broker investment advisor or through Citibank Depositary Receipt Services. (https://citiadr.factsetdigitalsolutions.com/www/drfront_page.idms)

Investors should seek their own personal professional advice prior to making any conversion to ensure there are no adverse tax or other implications.

How can I check how many ADRs I hold?

If you hold via a broker, bank or nominee then check with them directly, if not then please contact Citibank Depositary Receipt Services. (https://depositaryreceipts.citi.com/adr/common/linkpage.aspx?linkFormat=M&pageId=3&subpageid=170)