American Depositary Receipts have been introduced to the financial markets as early as April 29, 1927, when the investment bank J. P. Morgan launched the first-ever ADR program for the UK’s Selfridges Provincial Stores Limited (now known as Selfridges plc.), a famous British retailer. Its creation was a response to a law passed in Britain, which prohibited British companies from registering shares overseas without a British-based transfer agent, and thus UK shares were not allowed physically to leave the UK.2 The ADR was listed on the New York Curb Exchange (predecessor to the American Stock Exchange.)

The regulation of ADR changed its form in 1955, when the U.S. Securities and Exchange Commission (SEC) established the From S-12, necessary to register all depositary receipt programs. The Form S-12 was replaced by Form F-6 later, but the principles remained the same till today.

Crucial novelties brought the new regulatory framework introduced by the SEC in 1985, which led to emergence of range of DR instruments, as we know it nowadays. Then the three different ADR programs were created, the Level I, II and III ADRs. This change was one of the impulses for revival of activity on the otherwise stagnant ADR market.

In April 1990, a new instrument, referred to as Rule 144A was adopted, which gave rise to private placement depositary receipts, which were available only to qualified institutional buyers (QIBs). This type of DR programs gained its popularity quickly and it is very frequently employed today.

The ADRs were originally constructed solely for the needs of American investors, who wanted to invest easily in non-US companies. After they had become popular in the United States, they extended gradually to other parts of the world (in the form of GDR, EDR or IDR). The greatest development of DRs has been recorded since 1989.

In December 1990, Citibank introduced the first Global Depositary Receipt. Samsung Corporation, a Korean trading company, wanted to raise equity capital in the United States through a private placement, but also had a strong European investor base that it wanted to include in the offering. The GDRs allowed Samsung to raise capital in the US and Europe through one security issued simultaneously into both markets.

In 1993, Swedish LM Ericsson raised capital through a rights offering in which ADDs were offered to both holders of ordinary shares and DR holders. The Ericsson ADDs represented subordinated debentures that are convertible into ordinary shares or DRs. German Daimler Benz AG became the first European Company to establish a Singapore depositary receipts program (SDRs) in May 1994.

Sources: Kateřina Holická: International Financing – Focused on GDR and ADR; Deutsche Bank: Depositary Receipts Handbook, 2003