ADR Trading FAQs

Mesoblast Limited has established a Level III American Depositary Receipt (ADR) program facility trading on the NASDAQ market in the United States.

Mesoblast ADRs trade under the symbol of MESO. Each Mesoblast ADR is equivalent to 5 ordinary shares of Mesoblast traded on the Australian Securities Exchange.

An ADR is a negotiable United States certificate representing ownership of shares in a non-U.S. corporation. ADRs are quoted and traded in U.S. dollars in the United States securities market. Under approval by the United States Securities and Exchange Commission (SEC), American investors can purchase Mesoblast ADRs on the NASDAQ market.

J.P. Morgan is the depositary bank that manages the ADR program on behalf of Mesoblast.

For more information on Mesoblast ADRs, please visit FAQ

1. Who is the depositary bank for Mesoblast’s ADRs?
2. What is a Level III ADR?
3. What is an American Depositary Receipt (ADR)?
4. What is the difference between an ADR and an ADS?
5. How can I purchase Mesoblast ADRs?
6. How do I convert my ordinary shares into ADRs?
7. How can I find out Mesoblast ADR dividend information?
8. Where are Mesoblast’s ADRs traded and under what ticker?
9. What is the difference between a registered holder and a beneficial ADR holder?
10. I did not receive a certificate with the purchase of my ADRs. How can I obtain a traditional certificate?
11. How are dividends paid and taxed?
12. How do I change my address?
13. How often will I receive account statements?
14. How can I replace a lost dividend check?
15. What financial information is available to United States investors?
16. Do I always get an ADR certificate?
17. How can I find out how many ADR shares I have?
18. What are the benefits of ADRs to United States investors?
19. Is it easy to get information and updates on an ADR company?
1. Who is the depositary bank for Mesoblast’s ADRs?
 

J.P. Morgan is the depositary bank and plays a key role in the process of issuance and cancellation of ADRs. J.P. Morgan also maintains the ADR holder register and distributes the dividends in U.S. dollars. In addition, J.P. Morgan is a DTC (Depositary Trust Company) participant as are brokers and dealers, other banks, trust companies and clearinghouses. For additional general information, please visit J.P. Morgan’s website at www.adr.com and search for Mesoblast’s ADR profile.


Regular Correspondence
JP Morgan Chase Bank N.A.
P.O. Box 64504
St. Paul, MN 55164-0854
jpmorgan.adr@wellsfargo.com
General +1 800 990 1135
From outside the U.S.+1 651 453 2128
Global Invest Direct+1 800 428 4267




2. What is a Level III ADR?
 

A sponsored Level III ADR must comply with the SEC's full registration and reporting requirements. The company is required to file its annual report on Form 20-F with the SEC and to comply with the SEC's other disclosure rules. The company’s financial reporting must be prepared in accordance with US Generally Accepted Accounting Principles (US GAAP) or International Financial Reporting Standards (IFRS). The company currently follows IFRS in its financial reporting.

Registration allows the issuer to list its ADRs on a major US stock exchange, namely the NASDAQ Stock Market, which has further reporting and disclosure requirements.




3. What is an American Depositary Receipt (ADR)?
 

An American Depositary Receipt (ADR) is a negotiable United States certificate representing ownership of shares in a non-U.S. corporation. ADRs are quoted and traded in U.S. dollars in the United States securities market, and the dividends are paid to investors in U.S. dollars. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by investors in the United States and to provide a corporate finance vehicle for non-U.S. companies. ADRs can be held in book-entry form or as a physical certificate.




4. What is the difference between an ADR and an ADS?
 

An ADR (American Depositary Receipt) is a negotiable certificate issued by a depositary bank representing a specific number of shares of a non-U.S. company traded on a U.S. stock exchange. An ADS (American Depositary Share) is the share issued under the ADR agreement which is actually traded.




5. How can I purchase Mesoblast ADRs?
 

You may purchase Mesoblast ADRs through a broker as you would buy U.S. securities. You may not buy ADRs directly from Mesoblast.




6. How do I convert my ordinary shares into ADRs?
 

Converting ordinary shares into ADRs must be done through a broker or an investment advisor. Alternatively, contact J.P. Morgan for further assistance.




7. How can I find out Mesoblast ADR dividend information?
 

For the most current Mesoblast ADR dividend information please visit www.adr.com or or you can call J.P. Morgan. Please have your account number, exact address, and exact name(s) on the account ready when you call.




8. Where are Mesoblast’s ADRs traded and under what ticker?
 

Mesoblast has a Level III ADR facility trading on the NASDAQ market in the United States and is managed by J.P. Morgan. The ADR Ticker (Symbol) is MESO.




9. What is the difference between a registered holder and a beneficial ADR holder?
 

A registered holder is one whose name appears on the books of the depositary. The registered holder is considered the owner of the record. A beneficial holder is one whose holdings are registered in a name other than his or her own, such as the name of a broker, bank or nominee.




10. I did not receive a certificate with the purchase of my ADRs. How can I obtain a traditional certificate?
 

For registered owners, ownership is registered by the depositary bank and is evidenced by an account statement provided by the depositary.

Registered owners can hold physical ADR certificates, please contact J.P. Morgan for further information. All registered holders, be it in book entry form or certificated, receive dividends and proxy voting materials directly from J.P. Morgan.




11. How are dividends paid and taxed?
 

Dividends are paid in U.S. dollars and are generally taxable, just like dividends on U.S. shares.




12. How do I change my address?
 

It is important that you contact J.P. Morgan Shareowner Services when you move so that your account records can be updated and your dividend check is sent to the right address.




13. How often will I receive account statements?
 

You will receive account statements following each investment activity. You will also receive a statement at the end of the year showing all year-to-date transaction activity. You should retain these statements for tax purposes.




14. How can I replace a lost dividend check?
 

You can request the replacement of a lost dividend check by calling J.P. Morgan. Upon authorization from you, a stop payment order will be placed against the original check and a replacement check will be issued to you. Please have your Account Number & Social Security Number ready when calling.




15. What financial information is available to United States investors?
 

Mesoblast files annual, semi-annual, and special reports alongside other information with the Securities and Exchange Commission (SEC). Please visit http://www.sec.gov to view our latest filings. You may also read and copy any documents that Mesoblast file with the SEC at the Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549, USA or call the SEC on 1-800-SEC-0330 for further information on the Public Reference Room.




16. Do I always get an ADR certificate?
 

Your Mesoblast ADR represents your ownership of shares in the company and can be held in certificate or book-entry form. If you hold your ADRs in certificate form, these should be kept in a safe-deposit box or secure place. Certificates are negotiable documents and should be signed only in the event of a sale or transfer of ownership. If you hold your ADRs through a “Street Name” (nominee account) these will be in book-entry form and therefore you will not have an ADR certificate.




17. How can I find out how many ADR shares I have?
 

For those holders who are not registered because their shares are held through a “Street Name” (nominee account), please contact your nominee for information on your ADR holdings.




18. What are the benefits of ADRs to United States investors?
 

Investors in the United States generally prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs trade, clear and settle according to United States market conventions. One of the main advantages to ADRs is the facilitation of diversification into foreign securities. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information, U.S. dollar dividend payments and corporate action notifications.




19. Is it easy to get information and updates on an ADR company?
 

ADR issuers, including Mesoblast, generally have full information in English about themselves on their websites, as well as on the main depositary bank websites, and are tracked by the main United States financial websites.




Share Price ASX: MSB  AUD 1.29 as of Nov 22, 2017