The Woolworths ADR programme
Woolworths has an ADR (American Depository Receipt) programme in the United States. Every ADR is equivalent to one ordinary Woolworths share. Our ADR trades under the symbol WLWHY and under the CUSIP number 98088R505.
The bank that handles the programme is The Bank of New York. Woolworths has exemption from the SEC from the full US GAAP reporting under Rule 12g3-2(b) of the 1934 Exchange Act.
What are ADRs exactly?
An ADR is a negotiable US certificate representing ownership of shares in a non-US corporation. ADRs are quoted and traded in US dollars in the US securities market. Also, the dividends are paid to investors in US dollars. ADRs were specifically designed to facilitate the purchase, holding and sale of non-US securities by US investors, and to provide a corporate finance vehicle for non-US companies.
Why do they exist?
ADRs have been around since 1927 and were developed as a way of US investors investing in overseas companies but under the conventions of the US market. ADRs trade, clear and settle according to those conventions.
Benefits to investors include:
- Quotation in US dollars and payment of dividends or interest in US dollars.
- Diversification without many of the obstacles that mutual funds, pension funds and other institutions may have in purchasing and holding securities outside of their local market.
- Familiar trade, clearance and settlement procedures.
- Competitive US dollar/foreign exchange rate conversions for dividends and other cash distributions.
- Ease of comparison between similar stocks and good access to information about ADR stocks.
Benefits to a company include:
- Expanded market share through broadened and more diversified investor exposure.
- Profile in a market outside a company’s home country.
- Flexible mechanism for raising capital and a vehicle or currency for mergers and acquisitions.
ADR investors are treated just like any other investor and receive corporate action notifications and full annual reports in English.
How do they work?
Depositary Receipts are created when a broker purchases the company's shares on the home stock market and delivers them to the depositary's local custodian bank, which then instructs the depositary bank to issue Depositary Receipts. Depositary Receipts may trade freely, just like any other security, either on an exchange or in the over-the-counter market. They are also known as GDRs (Global Depositary Receipts.)
How are Woolworths ADRs traded?
Our ADRs trade under the symbol WLWHY and under the CUSIP number 98088R505.
The depository bank for Woolworths is The Bank of New York. The depository bank is key to the issuance and cancellation of ADRs. It also maintains the ADR holder register and distributes dividends. Go to www.adrbny.com for more information.
The Bank of New York
Shareholder Relations Department
Church Street Station
PO Box 11258
New York, NY 10286-1258
United States of America
Call Shareholder Relations at 1-888-BNY-ADRS
How do I buy Woolworths ADRs via a US broker?
You can buy an ADR through a broker, just as you would US securities. You can purchase Depositary Receipts through BNY Brokerage, Inc. BNY Brokerage Inc. is a wholly-owned subsidiary of The Bank of New York Company and provides professional trade execution to meet all of your investing needs. BNY Brokerage, Inc. is a member of NASD/SIPC, and is a wholly-owned subsidiary of The Bank of New York Company, Inc. Securities are not FDIC-insured and may lose value.
BNY Brokerage, Inc.
101 Barclay St. - Fl. 12W
New York, NY 10286
How can I convert ordinary shares in Woolworths into Woolworth’s ADRs?
A shareholder wishing to convert Johannesburg Stock Exchange-listed ordinary shares into ADRs should, in the first instance, request that their broker contact the ADR Broker Desk at The Bank of New York. Contact details can be found below:
Tel: +44 (0) 20 7964 6089
Fax: +44 (0) 20 7964 6024
Tel: +1 212 815 2077
Fax: +1 212 571 3050
Alternatively, the shareholder may directly contact the ADR Broker Desk at The Bank of New York.
When contacting the ADR Broker Desk, the broker will be asked to confirm the following information:
- the number of ordinary shares the shareholder wishes to convert into ADRs (based on the current ratio of five ordinary shares equal one ADR);
- the custodian name, account name and account number of the account in South Africa from which the ordinary shares will be delivered; and
- the number of the DTC account in the US to which the shareholder wishes their ADRs to be credited. If the shareholder does not have a DTC account, they will need to appoint a nominee (eg, a broker) to hold the ADRs on their behalf.
Once these details have been confirmed, the broker (or shareholder) should instruct the delivery of the ordinary shares from their custody account in South Africa.
On the day that the local custodian confirms to The Bank of New York that the ordinary shares have settled in The Bank of New York account, The Bank of New York will instruct the delivery of the equivalent amount of ADRs to the requested DTC account.
A fee per ADR issued is payable to The Bank of New York upon the delivery of the ADRs. Most commonly, when The Bank of New York delivers the ADRs to the specified DTC account, this is done on a delivery versus payment (DVP) instruction against the conversion fee. If an alternative method of payment is required, please contact the Broker Desk for further details. Where the DTC account is operated by a broker on behalf of a shareholder, the broker should confirm to the shareholder that it has received the ADRs and is holding them on his/her behalf.
Investor relations contact
Tel: +27 21 407 2353