BDR Level I Non Sponsored Program

Transcription

1 BDR Level I Non Sponsored Program

2 Table of Contents The 10 Listed Companies How to Acquire a BDR? Issuance and Cancellation Flows Corporate Actions Detailed Information About the Account Contact Information Table of Contents

3 Table of Contents The 10 Listed Companies How to Acquire a BDR? Issuance and Cancellation Flows Corporate Actions Detailed Information About the Account Contact Information Table of Contents

4 BDRs are representative certificates of stocks of companies, with the headquarters out of Brazil, and issued by a depositary institution in Brazil. Characteristics of different types of BDR programs, according to CVM (Brazilian SEC) Instruction 332: Type OTC Stock Exchange Co. Registered in CVM Subject to Local Rules Public Distribution Quantity * Non Sponsored Level I Level I 0 Sponsored Level II 0 Level III 9 (*) Source: BM&FBovespa 11/19/2010

5 The chart bellow shows, incrementally, the target public for each type of BDR BDR Sponsored II & III Opened for all the market BDR Sponsored I Employees of the sponsoring company or the same economic group BDR Non Sponsored I Financial Institutions Investment Funds Portfolio Managers Authorized Consultants from CVM 5

6 Table of Contents The 10 Listed Companies How to Acquire a BDR? Issuance and Cancellation Flows Corporate Actions Detailed Information About the Account Contact Information Table of Contents

7 The 10 Listed Companies Here is a list of the 10 American companies selected for the program of Citi and BM&FBovespa (Brazilian Stock Exchange) Company Sector Stock : BDR Ticker USA Ticker BRA Citigroup Inc. Financial Services 5 : 1 (NYSE: C) CTGP11B Alcoa, Inc. Basic Materials 2 : 1 (NYSE: AA) AALC11B Cisco Systems Inc. Technology 1 : 1 (NASDAQ: CSCO) CSCO11B Freeport-McMoRan Inc. Basic Materials 1 : 1 (NYSE: FCX) FCXO11B General Electric Co. Multi Sector 1 : 1 (NYSE: GE) GEOO11B Intel Corporation Technology 1 : 1 (NASDAQ: INTC) ITLC11B Merck and Co., Inc Healthcare 1 : 1 (NYSE: MRK) MRCK11B Microsoft Corporation Technology 1 : 1 (NASDAQ: MSFT) MSFT11B Procter & Gamble Co. Consumer Goods 1 : 1 (NYSE: PG) PGCO11B Wells Fargo and Co. Financial Services 1 : 1 (NYSE: WFC) WFCO11B The 10 Listed Companies

8 Table of Contents The 10 Listed Companies How to Acquire a BDR? Issuance and Cancellation Flows Corporate Actions Detailed Information About the Account Contact Information Table of Contents

9 How to acquire a BDR? The investor has two ways to acquire a BDR in the market: (i) acquisition in the secundary market, or (ii) issue BDR in the primary market Secundary Market The Citi Broker will be the Market Maker of Citi s BDR programs Acquire the BDR in the secundary market, through the purchase of the receipts in the OTC market of BM&FBovespa, using the MegaBolsa system The settlement cycle is the same of the stocks cycle (T+3), subject to the same windows and rules for settlement Primary Market Own a broker relationship with a US broker Accomplish the acquisition of the stocks under BDR in the US and deposit in the correspondent institution account (Citibank N.A.) of Citi programs Request the issuance of BDR through your custody agent in Brazil The BDR can be created on the same day 9 How to acquire a BDR?

10 Table of Contents The 10 Listed Companies How to Acquire a BDR? Issuance and Cancellation Flows Corporate Actions Detailed Information About the Account Contact Information Table of Contents

11 BDR Issuance Flow Main participants and messages Acquisition and transfer of stocks under BDR 1 11:00 EST 13:00 EST DTCC 5 Creation instruction of BDR to the custody agent 2 Request Form, containing the delivery of BDR in Brazil information, as well as the Wire Transfer of the issuance fee 3 Transfer the stocks under BDR, including the data for delivering the BDR in Brazil 5 Deliver the stocks under BDR Receiveing confirmation of the stocks under BDR 6 Deposit receipts in CBLC (BR DTCC) Deliver of the receipts to the investor s custody agent 8 Broker / Custody Agent 1 Investor Broker / Custody Agent Depositary Institution of the Program :00 1:00 8 Custody Account CBLC Custodian Institution of the Program 6 11 BDR Issuance Flow

12 BDR Timeline for Issuance Main times and sequence Auction Time Investor > Buy stocks in USA 1:00 Brazil (11:00 oru 13:00 EST) DTCC > Deliver stocks in the custodian institution of the program T-1 T0 T+1 T+2 T+3 Auction Time Investor > Sell BDR 1:00 Brazil Investidor > Instruct creation of BDR and pay the fees 20:00 Brazil CBLC > Delivery of BDR in the custodian agent of the investor 10:00 Brazil CBLC > Search BDR in the 10:00 a.m. window 12 BDR Timeline for Issuance

13 BDR Cancellation Flow Main participants and messages 1 Delivery Instruction of BDR for the cancellation account of the Citi BDR programs 2 Request Form and Wire Transfer for cancellation fee 3 Instruction for receveing the stocks 16:30 EST Broker / Custody Agent 8 DTCC Custodian Institution of the Program Deliver the receipts in the BDR cancellation account 5 Receiveing confirmation and withdrawal the BDR 6 Deliver instruction of stocks for the custody agent of the investor 3 Investor 1 1:00 Depositary Institution of the Program Deliver instruction of stocks via DTCC 8 Deliver the stocks in the custody account of the investor Broker / Custody Agent Custody Account CBLC 1:00 13 BDR Cancellation Flow

14 Table of Contents The 10 Listed Companies How to Acquire a BDR? Issuance and Cancellation Flows Corporate Actions Detailed Information About the Account Contact Information Table of Contents

15 Corporate Actions Some of the main corporate actions Market Announcements The depositary institution is responsible for the market announcements, through the CVM IPE system (BR Edgar), as soon as the information are published in the USA. Information Sources SEC U.S. Securities and Exchange Commission Investor Relations website of the 10 Companies Citibank Intern Systems with the access to market information Vote in Assembly Processing of Votes in the U.S. market through the voting form, processed with the depositary institution. Dates and times will be defined in the announcement of the event via IPE. Cash Dividends Bonus The 10 companies usually realize cash dividends every trimester. Dates and times will be defined in the event announcement via IPE. Uncommom event among the 10 companies. Dates and times will be defined in the event announcement via IPE. Subscription Uncommom event among the 10 companies. Dates and times will be defined in the event announcement via IPE. Splits and Inplits Uncommom event among the 10 companies. Dates and times will be defined in the event announcement via IPE. 15 Corporate Actions

16 Corporate Actions: Cash Dividends Cash dividends is the most commom event between the ten listed companies, usually occuring four times a year, once every trimester Company > Announcement in the American market EX RD P Costs: 30% US Tax 0,38% IOF FX 5% Depositary Fee RD-20 RD-3 RD-2 RD-1 RD RD+1 P0 P+1 P+2 P+3 P+ Depositary> Announces in the Brazilian market via IPE BRL/Shares: Preliminar FX CBLC > Definition of the investors with the rights of dividends DTCC > Payment of dividends in USD Depositary > Announce of the definitive FX via IPE CBLC > Payment of dividends in BRL 16 Corporate Actions

17 Table of Contents The 10 Listed Companies How to Acquire a BDR? Issuance and Cancellation Flows Corporate Actions Detailed Information About the Account Contact Information Table of Contents

18 Detailed Information of the Accounts Accounts data and Citi BDR programs fees Send Instructions Fax1: Fax2: Fax both numbers Instruction Form model: Time Limit: 1:00 (Brasília Time) Fees Issuance and Cancellation USD 0,03 for BDR Minimum USD 20,00 PTAX800 of the day before Cash Dividends 5% of the net value The FX rate is defined in the payment cycle and notified to the market via IPE (Brazilian EDGAR) Payment of the Fees Wire Transfer to Citibank DTVM S/A CNPJ: / Bank: 5, Agency: 001, Account: Cut-off time: 1:00 (Brasilia Time) Custody Account Issuance Deliver stocks under the BDR, abroad Free of Payment Instruction DTC: 908 Account: DTC Message MDO Comment: BM&FBOVESPA User: [x] BM&FBOVESPA Code: [x] Contact name and phone number: [x] Time Limit: 1:00 (Brasília Time) Cancellation Deliver BDR in Brazil Custody Agent in CBLC: 298- Issuer Code: Time Limit: 1:00 (Brasília Time) 18 Detailed Information of the Accounts

19 Table of Contents The 10 Listed Companies How to Acquire a BDR? Issuance and Cancellation Flows Corporate Actions Detailed Information About the Account Contact Information Table of Contents

20 Contact Information Contacts in Brazil and in the United States divided by subject Operations: Products: Issuance and Cancellation Hilda Alvarez Zytiin Thornton Corporate Actions Tereza Aguiar Ana Carolina Joaquim Joyce Wilson Donna Cosolito Rafael Pereira rafael.pereira@citi.com Leandro Vilela leandro.vilela@citi.com Program Info Times Links for CVM and BM&FBovespa Instructions Links for investor relations websites of the 10 companies Issuance and Cancellation Request Form 20 Contact Information

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