Cross-border case study: Standard Chartered PLC public issue and listing of Indian Depository Receipts

We advised Standard Chartered PLC as international counsel, on its public issue and listing of Indian Depository Receipts (IDRs) representing underlying new ordinary shares in the company. Standard Chartered raised approximately US$ 530 million in the offering by selling 240 million IDRs at a price of 104 rupees each.

In 2010, Standard Chartered launched the first-ever IDR offer and became the first overseas company to gain a primary listing in India. The issue of IDRs allowed Standard Chartered to boost significantly its market visibility and brand perception in India and gave Indian investors the opportunity to invest in the company and participate in its growth. On 30 March 2010 the IDRs were listed on both the Bombay Stock Exchange and the National Stock Exchange of India.

Our London and Hong Kong offices worked as an integrated team with the in-house team at Standard Chartered and local lawyers Amarchand & Mangaldas & Suresh A Shroff & Co (who advised as local counsel on Indian law) over a two-year period.

We played a pivotal role in this project and were instrumental in creating the framework to enable this first-ever listing to take place, including shaping the relevant rules and regulations and a form of model listing agreement. As a result, a new security, the IDR, was created and a structure devised to enable domestic Indian investors to hold an unrestricted interest in Standard Chartered shares through IDRs.

The extensive equity capital markets experience of our London and Hong Kong offices (both in terms of United Kingdom and Hong Kong listing requirements and in terms of meeting the often conflicting requirements of listing authorities where a company has more than one primary listing) proved invaluable in securing a listing regime in India for overseas issuers, which dovetails comfortably with home country rules.

The framework is now established for use by other overseas companies seeking a listing in India.