Ann: Appendix 4C and Quarterly Activities Report, page-72

For any others, who, like myself, were unfamiliar with ADR's from the 4c.


As part of the ongoing efforts to improve access to the US capital markets, the company has initiated efforts to pursue an American Depository Receipts (ADR) program. An ADR is a US trading instrument denominated in USD that allows a non-US issuer of securities to trade on a US trading system or exchange. Typically, one ADR will represent multiple shares of the stock listed on its home exchange. As ADRs are sold in the US, BRN shares will be accumulated on the ASXin a custodial account. The intent of this program is to provide access to US institutional investors who are unable to invest in foreign listed shares (ASX: BRN), US listed foreign shares (OTCQX: BRCHF) or in shares below a certain price point. The ADRs will be listed on the OTCQX.

https://www.investopedia.com/terms/a/adr.asp

Types of American Depositary Receipts

American depositary receipts come in two basic categories:

• A bank issues a sponsored ADR on behalf of the foreign company. The bank and the business enter into a legal arrangement. The foreign company usually pays the costs of issuing an ADR and retains control over it, while the bank handles the transactions with investors. Sponsored ADRs are categorized by what degree the foreign company complies with Securities and Exchange Commission (SEC) regulations and American accounting procedures.
• A bank also issues an unsponsored ADR. However, this certificate has no direct involvement, participation, or even permission from the foreign company. Theoretically, there could be several unsponsored ADRs for the same foreign company, issued by different U.S. banks. These different offerings may also offer varying dividends. With sponsored programs, there is only one ADR, issued by the bank working with the foreign company.

One primary difference between the two types of ADRs is where they trade. All except the lowest level of sponsored ADRs register with the SEC and trade on major U.S. stock exchanges. Unsponsored ADRs will trade only over the counter. Unsponsored ADRs never include voting rights.1

2,000+

The number of ADRs available, which represent companies from more than 70 different countries.1

ADR Levels

ADRs are additionally categorized into three levels, depending on the extent to which the foreign company has accessed the U.S. markets.

• Level I: This is the most basic type of ADR where foreign companies either don't qualify or don't want to have their ADR listed on an exchange. This type of ADR can be used to establish a trading presence but not to raise capital. Level I ADRs found only on the over-the-counter market have the loosest requirements from the Securities and Exchange Commission (SEC) and they are typically highly speculative. While they are riskier for investors than other types of ADRs, they are an easy and inexpensive way for a foreign company to gauge the level of U.S. investor interest in its securities.
• Level II: As with Level I ADRs, Level II ADRs can be used to establish a trading presence on a stock exchange, and they can’t be used to raise capital. Level II ADRs have slightly more requirements from the SEC than do Level I ADRs, but they get higher visibility and trading volume.
• Level III: Level III ADRs are the most prestigious. With these, an issuer floats a public offering of ADRs on a U.S. exchange. They can be used to establish a substantial trading presence in the U.S. financial markets and raise capital for the foreign issuer. Issuers are subject to full reporting with the SEC.1

Pros

• Easy to track and trade

• Available through U.S. brokers

• Denominated in dollars

• Offer portfolio diversification

Cons

• Could face double taxation

• Limited selection of companies

• Unsponsored ADRs may not be SEC-compliant

• Investor's may incur currency conversion fees

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