23 June 2026

In June, I had the pleasure of reconnecting with a former American Depository Receipt (ADR) client, Sandra, who led Investor Relations (IR) at Compass Group plc for many years. I vividly recalled the plan that Sandra developed whereby she set stretch targets to grow Compass’ US ownership, with the ADR part of the strategy. Sandra’s template is one that sponsored DR issuers worldwide can extract learnings from – in short, by putting time and energy and focus into the ADR as part of a wider drive for US liquidity Compass achieved and surpassed its targets. Compass continues to be a liquid ADR security today, trading on OTC Markets as a Sponsored Level One issuer. Indeed, Compass has recently upgraded to the OTCQX segment, something we will explore in a future interview.

Peter (PG): Sandra, it's wonderful to be reconnected. I remember your time at Compass well. You had a clear objective: to significantly grow your US investor base.

Sandra (SM): Thank you, Peter. It's lovely to hear from you and to reflect on that period. Compass had a strong investment case, a supportive management team and a capable IR function.

PG: Can you remind me what your goals were in terms of increasing US ownership?

SM: The goal was straightforward: to grow US ownership by ten percentage points over three years. It was ambitious, but Compass had a significant US business and an investment proposition that resonated with US investors. The opportunity was to broaden the reach of the programme beyond the investors we were already seeing regularly.

PG: And this is where Depositary Receipts came in?

SM: In part. We started to think more strategically about the role our DR programme could play within the broader IR plan. We had a sponsored Level One ADR programme, and the outstanding balance was fairly typical for a UK FTSE 100 issuer at that stage. I did not expect the full increase in US ownership to come through DRs alone, but I knew the US market well enough to see that a more active programme could help us reach a wider pool of dollar- denominated investors. A strong US-based IR adviser was also instrumental in helping us extend that reach.

PG: So what happened next?

SM: We developed a practical plan to increase the reach of the programme. That meant adding time to US roadshows, taking additional meetings around conferences, and engaging investors in both traditional and non-traditional money centres.

PG: If I recall correctly, the results came through quite quickly.

SM: Well, it didn’t happen overnight, I’d say it took a year for the programme to gain momentum. We got in front of a meaningful number of new investors, sometimes just IR and sometimes with members of the management team. These things rarely happen after a single meeting, but eventually we began to see new names appearing on the share register. What was particularly encouraging was that much of the incremental investment came from smaller, non-Tier One institutions. They were often thoughtful, active and long-term holders, and in some cases they invested through the ADR. We did exceed our North American holding target, which was gratifying.

PG: Compass had the fastest growing and most liquid sponsored ADR programme in Europe at the time. What do you put that down to?

SM: It was the combination of a clear IR strategy, an attractive investment proposition and consistent execution from the IR and management. I would also emphasise the value of casting the net wide and seeing investors in person. These days some of that can be done virtually, but during our programme we visited a considerable number of cities beyond New York, Boston, Los Angeles and San Francisco. Bringing the story to life in person matters and smaller money centres are often receptive to IR-only visits.

PG: A remarkable outcome. My abiding memory is of sustained growth, with the programme nearly tripling in size over five years, and a real, measurable impact on the share register. It's a compelling case study for any issuer with a sponsored Level One programme, and perhaps a prompt for those sitting on unsponsored programmes who have similar ambitions.

SM: For companies genuinely focused on growing their US investor base, a sponsored Level One programme can be an effective tool in broadening US ownership. An ADR programme also brings fee reimbursement from the DR bank, which is helpful from an IR budget perspective.

PG: Do you have any final advice for issuers looking to be more intentional about their DR programmes?

SM: Start with the investment proposition, then develop an IR strategy for the North American market with the help of your advisers — IR consultants, brokers and the DR bank. Then it is about good, consistent execution: telling the story persuasively once you are in front of the right investors.

PG: Sandra, thank you so much for your time.

Together, we combine BORG's deep ADR/GDR expertise with Smartesg's ESG and sustainable finance capabilities to help Chinese and Asia-Pacific issuers grow their global investor base and navigate cross-border capital markets.

Our joint offering includes:
- Full-cycle depositary receipt advisory
- ESG-integrated sustainable finance solutions

- Forward-looking Asia-Pacific market insights

As international investor demands evolve, we're committed to delivering the right support for confident global growth.

In today's interconnected financial landscape, attracting long-term investment requires thinking beyond borders. For companies headquartered outside major financial hubs, Depositary Receipts (DRs) offer a century-old, proven mechanism to build a robust international investor base. With DR trading volumes surging 28% to $5.3 billion last year and consistently outperforming major indices, understanding how to leverage this tool is more critical than ever for a successful Investor Relations (IR) strategy.

A DR is a certificate issued by a global bank that represents ownership in a foreign company's shares, allowing that stock to trade on exchanges outside its home market. This creates a win-win scenario: investors gain seamless access to international opportunities in their own currency, while issuers can diversify their shareholder base, enhance liquidity, and potentially improve their valuation by tapping into deeper pools of capital. From American Depositary Receipts (ADRs)traded in the U.S. to Global Depositary Receipts (GDRs) listed in Europe, the right DR programme signals a commitment to global best practices and transparency.

The choice of programme depends on a company's specific goals and U.S. exposure. A Sponsored Level 1 ADR, for instance, offers a cost-effective way to provide U.S. investors access without the burden of full SEC reporting, making it an ideal starting point for many international firms. Conversely, Level 2 or 3 ADRs are suited for companies with significant U.S. revenues or plans to raise capital, as they allow for listing on major American exchanges. Crucially, a sponsored programme gives the issuer control over its equity narrative and can even generate revenue that meaningfully contributes to the IR budget.

Beyond the Gateway: Is Your ADR Strategy Ready for a Power Play?
Level 1 ADRs are a fantastic entry point, but for companies with serious U.S. ambitions, they’re just the opening act.
If your goal is to command attention on Wall Street, attract institutional capital, and trade with the liquidity of a domestic giant, it’s time to look at Level 2 and Level 3 ADRs.
Our latest edition of The DR Doctor breaks down the strategic shift from visibility to transformation. Here’s the crux of it:
- Level 2 ADR (The Spotlight Play): You list existing shares on a major exchange like NYSE or NASDAQ. The goal? Surge liquidity, tighten spreads, and get on the radar of major institutional investors who can't play in the OTC markets.
- Level 3 ADR (The Capital Play): This is the heavy lift. By selling new shares in a U.S. public offering, you don’t just gain a listing—you unlock a direct funding source to fuel acquisitions, expansion, and aggressive growth.
The core takeaway: Both signal a serious commitment to U.S. standards and rigorous reporting. But only Level 3 turns market access into new equity.
Whether you’re looking to solidify your presence or raise fresh capital, building the right advisory team—from Legal Counsel to Investment Bankers for Level 3—is non-negotiable.
Visit our LinkedIn page to read the full article: https://www.linkedin.com/feed/update/urn:li:activity:7431615144515956736

Did you know your company’s shares may already be trading in the U.S. — without your involvement?
Many non-U.S. issuers have unsponsored Level 1 ADRs created by depositary banks under SEC Rule 12g3-2(b), often with limited control over disclosure, branding, or investor communication.
In the latest edition of The DR Doctor, we explain:
• The difference between unsponsored vs. sponsored Level 1 ADRs
• Why sponsorship is about control, governance, and credibility
• How issuers can regain ownership of their U.S. market presence
The takeaway:
If you have an unsponsored ADR, moving to a Sponsored Level 1 program can be a strategic upgrade, not just a technical change.
Visit our LinkedIn page to read the full article: https://www.linkedin.com/posts/borg-capital-insights_dr-doctor-3d-edition-level-1-adrs-activity-7414661234278506496-N20h?utm_source=share&utm_medium=member_desktop&rcm=ACoAAAes2AgB1_qPgP1-500uloa6yv0DvjObWSM

BORG is proud to share the next instalment of our DR Doctor series, where we dive deeper into the mechanics behind the “DR Bridge” — the creation, cancellation, and dividend distribution processes that keep the global Depositary Receipt ecosystem running smoothly.
From program efficiency to investor confidence, understanding these flows is essential for issuers and market participants navigating today’s cross-border capital markets.
Whether you're an issuer, advisor, or investor, this edition breaks down how DRs are created and cancelled in response to market demand, and how dividends seamlessly make their way from the home market to U.S. investors in USD.
At Borg Capital Insights, our mission is to make DR markets more transparent, data-driven, and accessible.
🔍 Key themes in this edition:
• The DR lifecycle & the “DR Bridge”
• Issuance & cancellation mechanics
• Dividend distribution in a cross-border environment
• Why understanding these flows matters for strategy, liquidity & investor engagement

📥 Visit our LinkedIn page to download the full first edition: https://www.linkedin.com/posts/borg-capital-insights_the-dr-doctor-second-edition-the-dr-bridge-activity-7401207217049423872-Q9xV?utm_source=share&utm_medium=member_desktop&rcm=ACoAAAes2AgB1_qPgP1-500uloa6yv0DvjObWSM

We’re proud to introduce The DR Doctor, a new Borg Capital Insights series designed to shed light on one of the most enduring and underappreciated instruments in global finance Depositary Receipts (DRs).

Since their creation in 1927, DRs have evolved from a simple settlement convenience into a powerful strategic tool that bridges markets, expands investor access, and enhances corporate visibility. In this first edition, we explore the foundations of the DR market and highlight why these instruments continue to play a pivotal role in global capital flows.

Inside the inaugural issue, readers will find:

- An overview of the main types of DRs and their global applications

- A snapshot of the current DR market, including key metrics and trends

- Insights into how issuers can use DRs to diversify their shareholder base and increase liquidity

- A look at the top institutional DR investors and leading investment centres worldwide

The DR Doctor is part of our ongoing commitment to provide clarity, data-driven insight, and practical guidance for issuers, investors, and partners navigating international capital markets.
📥 Visit our LinkedIn page to download the full first edition: https://www.linkedin.com/feed/update/urn:li:activity:7391442164049727488