Till Capital Ltd. to Voluntarily Delist its Restricted Voting Shares from Nasdaq and Deregister with the SEC
GlobeNewswire•April 13, 2018
HAMILTON, Bermuda, April 13, 2018 (GLOBE NEWSWIRE) -- Till Capital Ltd. ( TIL.V) ( TIL.V) (“Till”) today announced that its Board of Directors (the “Board”) has approved the voluntary delisting of Till’s restricted voting shares from the Nasdaq Capital Market (“Nasdaq”) and the subsequent voluntary deregistration of Till’s restricted voting shares with the U.S. Securities and Exchange Commission (the "SEC"). Those actions will result in Till’s restricted voting shares no longer being listed on Nasdaq and the suspension of Till’s reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC. Till will continue to list its restricted voting shares on the TSX Venture Exchange (the “TSXV”).
In accordance with the resolutions adopted by the Board, Till will file certain notices and certifications, including a Form 25 and a Form 15 with the SEC. Till intends to file a Form 25 in connection with the delisting of its restricted voting shares from Nasdaq on or about April 23, 2018. The Form 25 will become effective 10 days after it is filed. As a result, Till’s restricted voting shares will no longer be listed on Nasdaq effective on or about May 3, 2018. After its restricted voting shares have been delisted from Nasdaq, Till expects that its restricted voting shares may be quoted on the Pink Open Market, an electronic quotation service for over-the-counter securities.
Till also intends to file a Form 15 to deregister its restricted voting shares with the SEC upon the effectiveness of the Form 25 on or about May 3, 2018. As of the date of filing the Form 15, the obligation of Till to file reports under the Exchange Act, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. Other Exchange Act filing requirements will terminate upon the effectiveness of deregistration under Section 12(g) of the Exchange Act, which is expected to occur 90 days after filing the Form 15.
Till recently filed its Annual Report on Form 10-K for the year ended December 31, 2017. Future quarterly financial reports and additional corporate information will continue to be filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) in Canada.
After careful consideration, the Board concluded that the costs associated with operating as a reporting company in the U.S. and the attendant demands on management are not justified by the limited additional liquidity that has been provided in Till’s restricted voting shares. Since listing on Nasdaq in 2015, the volume of trading in Till’s restricted voting shares on Nasdaq has been inadequate to merit the additional costs of being dually listed in both Canada and the U.S.
Till is unable to predict the precise cost savings that are expected to result from the decision to delist its restricted voting shares from Nasdaq and suspend its reporting obligations with the SEC, but Till believes such savings will be substantial. Those include, but are not limited to, the elimination of quarterly reviews by independent auditors of interim financial statements, elimination of costs associated with preparation and filing of Forms 10-K, 10-Q, 8-K and other reports with the SEC, and elimination of Nasdaq listing fees. In addition, Till expects legal and accounting fees and corporate insurance costs will be reduced over time because of the elimination of required SEC reporting. Till further believes that those changes will provide for greater operational efficiencies that will allow Till to better focus on its business.
Although Till will no longer file reports with the SEC or be subject to rules of Nasdaq, information will continue to be available to all shareholders on SEDAR, and Till will observe all corporate governance practices associated with its listing on the TSXV. Specifically:
Till will continue to make available to shareholders its quarterly unaudited financial statements and management’s discussion and analysis (“MD&A”), as well as its annual audited financial statements and MD&A. Those will be prepared in accordance with IFRS, beginning with the unaudited financial statements and MD&A for the quarter ended March 31, 2018.
Till will continue to hold an annual meeting of shareholders each year, in accordance with the rules of the TSXV.
The Board currently consists of four independent directors and two executive directors. Till intends to maintain a majority of independent directors on the Board and on its Audit, Corporate Governance, and Compensation Committees.Reported by:
John T. Rickard
Director and Chief Executive Officer
(208) 635-5415 |
