RAD Launching American Depositary Receipt (ADR) Program
Released
Released
Announcement PDF
ASX ANNOUNCEMENT
19 September 2024
Launching American Depositary Receipt program
Sydney, Australia – 19 September 2024 -- Radiopharm Theranostics Limited (ASX:RAD)
(“Company” or “Radiopharm”), a developer of a world-class platform of radiopharmaceutical
products for both diagnostic and therapeutic uses, today announced the launch of a Level 1
American Depositary Receipt (“ADR”) program. Under the ADR program, shareholders of the
Company may deposit their ordinary shares with Deutsche Bank Trust Company Americas,
acting as Depositary of the ADR program, and receive American Depositary Shares (“ADSs”)
representing ordinary shares of the Company.
An American Depositary Share is a trading instrument denominated in US dollars that allows
US investors to buy shares in non-US companies without the need for cross-border or crosscurrency transactions. Each ADS represents 200 ordinary shares of the Company. The
establishment of the ADR program does not involve an offer of any new shares and no
capital is being raised.
The ADR program will complement the Company’s existing primary listing of ordinary shares
on ASX.
This strategic initiative represents a steppingstone to the Company’s proposed listing of
ADSs on Nasdaq. The ADR program is part of a strategy to attract new US institutional and
retail investors. However, given the ADSs are not currently listed on Nasdaq, they will
initially trade in the US over-the-counter market under the ticker symbol RADTY.
"We are excited about the establishment of an ADR program as it should attract new US
investors. In addition, the ADR program will assist Radiopharm in completing its proposed
Nasdaq listing that was announced on 26 July 2024," said Riccardo Canevari, CEO and
Managing Director of Radiopharm.
Beginning today, shareholders of the Company can deposit their ordinary shares and receive
ADSs. For further information, please see “Frequently Asked Questions” below.
US shareholders who participated in the Company’s recent placement would, however,
receive ADSs that are restricted from trading for one year from the date of sale of the
underlying ordinary shares, unless Radiopharm registers such shares prior to the end of the
restrictive period. As discussed in Radiopharm’s announcement of 25 June 2024, if
shareholders who purchased ordinary shares in Radiopharm’s recent placement do not
deposit such ordinary shares in the ADR program, then they will not be entitled to any
additional options if Radiopharm does not list on Nasdaq and register, as may be required
under the US Securities Act of 1933, those ordinary shares by 31 December 2024.
Authorised on behalf of the Radiopharm Theranostics board of directors by Executive
Chairman Paul Hopper.
Radiopharm Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
ABN: 57 647 877 889
ASX ANNOUNCEMENT
19 September 2024
For more information:
Riccardo Canevari
CEO & Managing Director
P: +1 862 309 0293
E: rc@radiopharmtheranostics.com
Matt Wright NWR Communications
P: +61 451 896 420
E: matt@nwrcommunications.com.au
Follow Radiopharm Theranostics:
Website – https://radiopharmtheranostics.com/
Twitter – https://twitter.com/TeamRadiopharm
Linked In – https://www.linkedin.com/company/radiopharm-theranostics/
Not an offer in the United States
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities
in the United States or any other jurisdiction. Any securities described in this announcement have not
been registered under the US Securities Act of 1933 and may not be offered or sold in the United
States except in transactions registered under the US Securities Act or exempt from the registration
requirements of the US Securities Act and applicable US state securities laws.
###
Frequently Asked Questions
What is an American Depositary Receipt (ADR)?
An ADR is a negotiable US dollar denominated certificate representing ownership of shares
in a non-US company. Holders of ADRs receive any dividends in US dollars and have the
right to vote on shareholders resolutions via the depositary. The term ADR and ADS are
often used interchangeably. ADRs were specifically designed to facilitate the purchase,
holding and sale of non-US securities by US investors.
How do you deposit your ordinary shares and receive ADSs
You need to instruct your Australian broker to deposit the ordinary shares with the
Custodian. The Custodian is BNP Paribas S.A. (ARBN 000 000 117), having its principal office
at Level 6, 60 Castlereagh Street, Sydney NSW 2000, Australia.
Radiopharm Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
ABN: 57 647 877 889
ASX ANNOUNCEMENT
19 September 2024
Your Australian broker must effect the deposit of ordinary shares with the Custodian. The
details of the Custodian account are:
BNP Paribas S.A.
CHESS Participant 01892
BIC: PARBAU2SLCC
Account: 2020440001
Your Australian broker will need to provide ADS issuance instructions (which include your
name, number of ordinary shares deposited, DTC number and account number) via an email
to adr@db.com.
Upon deposit of the ordinary shares, the Custodian will inform the depositary. The
depositary, upon delivery to the depositary of such instructions (as well as any certification
as it may require) and confirmation of deposit from the Custodian, then the depositary will
issue the ADSs in accordance with your instructions.
Who, or what, is the Custodian?
The Custodian is the foreign correspondent bank of the depositary. with whom the
company's underlying shares have been deposited. The custodian is usually situated in the
same country as the company, but this is not always the case. On receipt of the company's
underlying shares, the custodian will confirm such fact to the depositary and therefore
allow it to issue the equivalent number of ADRs to the investor delivering the shares.
What are the benefits of ADRs to US Investors?
US investors may prefer to purchase ADSs rather than ordinary shares in the company's
home market because ADSs trade, clear and settle in accordance with US market
conventions. ADSs allow US investors to diversify into non-US securities relatively easily.
Who is Radiopharm’s depositary for ADSs?
Deutsche Bank Trust Company Americas is the depositary bank for Radiopharm’s ADR
program. The depositary bank plays a key role in issuance as well as cancellation of ADSs. It
also maintains the ADR holder register, distributes any dividends in US dollars and facilitates
the exercise by the ADSs holders of their voting rights.
What is the difference between a registered ADS holder and a beneficial ADS holder?
A registered holder is the party whose name appears on the books of the depositary bank.
The registered holder is considered the owner of record. A beneficial holder is the ultimate
owner of the security, whose holdings are registered in a name other than their own. such
as in the name of a broker, bank or nominee.
Radiopharm Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
ABN: 57 647 877 889
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