What are ADRs and ADSs?
An American Depository Receipt (ADR) is issued by a depository bank (JP Morgan in GSK’s case), and is used to represent a specific number of shares of a non-US company traded on a US stock exchange. This allows non-US companies to make their shares available outside their home markets and allows investors in the US and elsewhere to easily invest in companies.
American Depository Shares (ADS) are the actual shares which are traded and, in the case of GSK, listed on the New York Stock Exchange. The terms ADR and ADS are often used interchangeably.
One GSK ADR represents two Ordinary Shares.
Benefits of ADRs to investors
ADRs are a convenient and cost-effective way for US investors to buy shares in international companies. Benefits include:
- Stocks are quoted in US dollars
- Dividends are paid in US dollars
- ADRs trade during normal US trading hours
- ADRs settle and clear according to US standards
- No need for custody arrangements outside of the US
- Facilitates price comparisons between securities listed in the US
Role of depository bank
As depositary bank for GSK, JP Morgan engages in a number of functions including:
- Issuing and cancelling ADRs
- Serving as transfer agent for the ADRs and custodian for the ordinary shares
- Acting as paying agent, processing dividend payments or other entitlements for the ADR holders
- Processing corporate actions
- Co-ordinating the proxy process for ADR holders
How ADRs are issued and cancelled
Investors may purchase pre-existing ADRs, if available, or newly issued ADRs. Issuing ADRs does not increase GSK’s share capital as they are simply representative of the underlying ordinary shares.
Where new ADRs are to be issued, ordinary shares are purchased in the home market and deposited with a local custodian, who instructs the depositary to issue ADRs which represent the shares received.
If you wish to convert your ordinary shares into ADRs, please contact your broker or investment advisor.
ADR certificates
Your GSK ADR represents your ownership of shares in the company and can be held in certificated or book-entry form.
If you hold your ADRs in certificate form these should be kept in a secure place. Certificates are negotiable documents and should be signed only in the event of a sale or transfer of ownership. If you lose your ADR certificate, please contact JP Morgan immediately to request paperwork to begin the replacement process. Replacing your ADR certificate may incur a fee.
If you hold your ADRs through a ‘Street name’ (nominee account), these will be in book-entry form and therefore you will not have an ADR certificate. Please contact your bank or broker for any questions regarding your ADRs.
Share consolidation – ADR certificates
On July 18, 2022, GSK plc consolidated its share capital (the “Share Consolidation”) pursuant to which holders received 4 new GSK ordinary shares for every 5 existing GSK ordinary shares held as at 8:00 pm (UK time) on July 18, 2022. As a result of the Share Consolidation, ADR holders received 4 new ADS for every 5 ADS outstanding as of 9:30 am (New York time) on July 19, 2022. Further information can be found on the Consumer Healthcare Demerger page.
If you hold your GSK ADS in certificated form you will have received a Letter of Transmittal from EQ Shareowner Services in July and October this year. To receive your consolidated GSK ADS and any future dividend payments, you will need to complete and return the Letter of Transmittal along with your ADS certificate(s) to EQ Shareowner Services in the prepaid envelope enclosed with the mailing.
If you need assistance with the completion of the Letter of Transmittal or have any questions, please call EQ Shareowner Services using the contact details found on the Investors contact details page.
Contact and FAQs
Contact details for JP Morgan can be found on the Investors contact details page.
For FAQs relating to ADRs, Ordinary Shareholders, Dividends and Mandated Direct Credit, please see our FAQs page.
