Withdrawal of deposited securities: Overview, definition, and example
What is withdrawal of deposited securities?
The withdrawal of deposited securities refers to the process by which an investor or holder removes or "withdraws" their securities from the depositary system where they have been held in exchange for American Depositary Shares (ADSs). In this process, the investor returns the ADSs they hold to the depository bank, which in turn delivers the underlying foreign securities (e.g., shares of stock) to the investor. This procedure is common for investors who wish to hold the actual foreign securities in their original form, rather than through the ADS structure. Withdrawal of deposited securities allows the investor to gain direct ownership of the foreign shares and may be done for various reasons, such as participating in corporate actions or transferring the securities to a foreign brokerage account.
For example, a U.S. investor holding ADSs for a European company may decide to withdraw the underlying shares to hold them directly in the European market.
Why is withdrawal of deposited securities important?
The withdrawal of deposited securities is important because it gives investors the ability to access the actual underlying securities, providing more flexibility in managing their investments. This option is particularly useful for those who may want to participate directly in corporate actions (such as stock splits, rights offerings, or shareholder meetings) or prefer to hold the securities in the foreign market. It also allows investors to transfer ownership without the intermediary ADS structure, which can be beneficial in certain financial or tax scenarios. Moreover, the withdrawal process helps maintain transparency and the proper transfer of ownership between the investor and the depository system.
Understanding withdrawal of deposited securities through an example
Imagine a U.S. investor who holds 100 ADSs for a Japanese company. The investor decides to withdraw the underlying shares in order to transfer them to a Japanese brokerage account. The investor submits a request to the depository bank, which processes the withdrawal and sends the equivalent number of Japanese shares to the investor’s account in Japan. By doing this, the investor now holds the shares directly in the foreign market, and the ADSs are cancelled.
In another example, a company undergoes a corporate action, such as a merger, and the investor wishes to receive the shares in the original foreign market rather than through the ADS structure. The investor requests the withdrawal of the deposited securities, and the depository bank facilitates the transfer of the foreign securities to the investor’s home country account, allowing them to participate in the merger directly.
An example of a withdrawal of deposited securities clause
Here’s how a clause related to the withdrawal of deposited securities might appear in a contract:
“The Holder may, at any time, request the withdrawal of the deposited securities underlying the American Depositary Shares (ADSs) held by the Holder. Upon receipt of the ADSs and subject to applicable fees and requirements, the Depositary Bank shall transfer the equivalent number of underlying securities to the Holder’s designated account in the home market.”
Conclusion
The withdrawal of deposited securities is a key process for investors who wish to move from holding American Depositary Shares to holding the actual foreign securities. It offers flexibility for investors who want to manage their holdings directly in the foreign market, participate in corporate actions, or transfer ownership. By understanding the withdrawal process, investors can make informed decisions regarding their international investments and gain more control over their portfolio.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.