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Standard Chartered Indian Depository Receipts Frequently Asked ...

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September 27, 2013<br />

What information will IDR Holders be sent?<br />

• IDR Holders will have access to annual reports, as well as other communications made available by<br />

<strong>Standard</strong> <strong>Chartered</strong> to all other Equity Shareholders.<br />

Can the Deposit Agreement be amended?<br />

• The Deposit Agreement and the terms and conditions of the IDRs mentioned in Schedule 1 thereto (the<br />

“Terms and Conditions”) may, at any time, and from time to time, be amended by written agreement between<br />

<strong>Standard</strong> <strong>Chartered</strong> and the Domestic <strong>Depository</strong>.<br />

• Notice of any such amendment will be given to the IDR Holders.<br />

• Any amendment which increases or imposes fees or charges payable by the IDR Holders or which is<br />

otherwise materially prejudicial to IDR Holders as a class will not generally become effective until a specified<br />

period after such notice is given to the IDR Holders.<br />

• This provision is intended to safeguard the interests of the IDR Holders.<br />

Has the Deposit Agreement been amended to enable two-way fungibility?<br />

• Yes, the Deposit Agreement and the terms and conditions of IDRs have been amended for the purpose of<br />

implementing two-way fungibility and a notice (“Notice”) in this regard has been dispatched to all IDR Holders<br />

appearing in the register of IDR Holders maintained pursuant to the Deposit Agreement (the “Register”) as on<br />

April 26, 2013, by registered post at their <strong>Indian</strong> address only along with an email to those IDR Holders who<br />

had registered their email address with the R&T Agent for receiving communication related to <strong>Standard</strong><br />

<strong>Chartered</strong> via email.<br />

• A copy of the amendment to the Deposit Agreement and the revised Terms and Conditions are available, on<br />

request, at the office of the Domestic <strong>Depository</strong> at <strong>Standard</strong> <strong>Chartered</strong> Bank, Securities Services,<br />

Crescenzo, Floor 3, C-38/39, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051. <strong>Standard</strong><br />

<strong>Chartered</strong> has also uploaded a copy of the revised Terms and Conditions on its website at<br />

http://investors.standardchartered.com/en/.<br />

Two-Way Fungibility of IDRs<br />

What is meant by two-way fungibility of IDRs?<br />

• Two-way fungibility of IDRs refers to redemption of IDRs into underlying Equity Shares and conversion of<br />

Equity Shares into IDRs, subject to available headroom.<br />

• SEBI has issued broad two-way fungibility guidelines for existing IDR issuers and future IDR issuers vide its<br />

Circular. In terms of the Circular, <strong>Standard</strong> <strong>Chartered</strong> is required to submit detailed Operating Guidelines to<br />

the <strong>Indian</strong> stock exchanges at least one month prior to implementation.<br />

When can IDRs be redeemed into equity shares or equity shares be converted into IDRs?<br />

• IDR Holders can redeem IDRs into underlying equity shares only after a period of one year from the issue of<br />

IDRs subject to the guidelines prescribed by SEBI and RBI. This may be provided on a periodic basis or on a<br />

continuous basis. For details, please see below.<br />

• Upon such redemption, in terms of the circular dated July 22, 2009 notified by the Reserve Bank of India,<br />

resident individual investors are allowed currently to hold the underlying Equity Shares only for the purpose of<br />

sale within a period of 30 days of conversion.<br />

• Also, on completion of the redemption, conversion of Equity Shares into IDRs is also allowed, subject to<br />

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