Vernalis plc Announces Intent to Delist From The Nasdaq Stock Market and to Deregister and Terminate its U.S. Reporting Obligations Under the Securities Exchange Act of 1934
Tuesday April 24, 6:01 am ET
WINNERSH, UK, April 24, 2007 (PRIME NEWSWIRE) -- Vernalis plc (LSE:VER.L - News) (NasdaqGM:VNLS - News) (the ``Company'') announced today that its board of directors approved the delisting of its American Depositary Shares, each representing the right to receive two ordinary shares of five pence each of the Company (the ``ADSs''), from The Nasdaq Stock Market (the ``Nasdaq'') and, provided that the ADSs satisfy the trading volume test set forth in the Securities and Exchange Commission's (the ``SEC's'') newly-adopted Rule 12h-6(a) as of the date on which the delisting becomes effective as required by newly-adopted Rule 12h-6(b)(1), to deregister and terminate the Company's reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 (the ``Exchange Act'').
The Company's board of directors took this decision based on its assessment that (a) continued compliance with the rules of the SEC and the Nasdaq, in particular Section 404 of the Sarbanes-Oxley Act of 2002, would be excessively burdensome for the Company relative to the limited benefits the Company might realise and (b) all investors in the ordinary shares and ADSs of the Company are accorded protection by the Company's listing on, and continued compliance with the rules of, the London Stock Exchange.
In accordance with SEC rules and the rules of the Nasdaq, the Company has provided written notice to the Nasdaq of its intent to delist. The Company intends to file a Form 25 with the SEC on or about May 4, 2007, to effect the delisting. By operation of law, the delisting will be effective ten days after this filing, unless the Form 25 is earlier withdrawn by the Company. The Company reserves the right to delay the filing of the Form 25 or withdraw the Form 25 for any reason prior to its effectiveness.
The Company intends to file a Form 15F with the SEC to deregister and terminate its reporting obligations under Section 13(a) and 15(d) of the Exchange Act as soon as practicable following the later of the effectiveness of the delisting and the coming into force of new Rule 12h-6. By operation of law, the deregistration will be effective 90 days after the filing, unless the Form 15F is earlier withdrawn by the Company. The Company reserves the right to delay the filing of the Form 15F or withdraw the Form 15F for any reason prior to its effectiveness.
The Company has not arranged for the listing of its ADSs or ordinary shares on another national securities exchange or for the quotation of its common stock in a quotation medium in the United States. The Company intends to maintain its American Depositary Receipt (ADR) facility with The Bank of New York. The ADSs will trade in the US over-the-counter (OTC)... |
