LONDON, December 22 /PRNewswire-FirstCall/ -- United Business Media plc
("UBM") today announces that it intends to delist voluntarily from the Nasdaq
National Market and to terminate its American Depositary Receipt ("ADR")
programme, both to take effect as of the close of trading on March 22, 2005.
This decision was based on the uneconomic nature of maintaining this very
thinly traded security. The ADRs outstanding at the end of November 2004
accounted for only 0.2% of UBM's issued equity (336.2 million ordinary
shares), and less than 0.05% of shares traded over the last three months were
represented by ADRs. The vast majority of UBM's US shareholder base has
chosen to hold UBM shares on the London Stock Exchange, where over 99.95% of
trading in UBM takes place.
UBM believes that these factors outweigh the benefits of maintaining the
ADR programme and the secondary listing on Nasdaq.
Notwithstanding the delisting from Nasdaq, UBM's registration under the
US Securities Exchange Act of 1934 ("the Exchange Act") remains in effect,
and UBM will continue to comply with its obligations in this regard,
specifically in relation to the filing of annual reports on Form 20F.
However, in view of the increasing costs of maintaining a US registration for
non-US companies UBM intends to examine ways in which it may terminate its
Exchange Act registration in due course.
UBM will continue to maintain a high level of communication and best
practice disclosure for US based investors. In particular, in the event that
deregistration is achieved, UBM intends to maintain internal control and
governance procedures in line with the Sarbanes-Oxley Act of 2002.
The termination of the ADR programme and delisting from Nasdaq will not
affect the listing of UBM's ordinary shares on the London Stock Exchange.
UBM has given notice to The Bank of New York ("BONY"), the depositary for
its ADR programme, to terminate the ADR programme. At UBM's request, BONY
ceased to issue new ADRs as of December 21, 2004 and is withdrawing the
registration statement on Form F-6 with respect to unissued ADRs in the ADR
facility on December 22, 2004. UBM and BONY have also agreed to amend the
Deposit Agreement between UBM, BONY and holders of the UBM ADRs to shorten
from one year to 60 days the period after termination of the Deposit
Agreement during which ADR holders may exchange their UBM ADRs for underlying
ordinary shares, failing which ADR holders will only be entitled to receive
cash following the disposal by BONY of their underlying ordinary shares.
Following termination of the amended Deposit Agreement, to be effective
March 22, 2005, UBM ADRs will no longer be transferable. Holders will,
however, be entitled to return their UBM ADRs to BONY before 17:00 (Eastern
Standard Time) on May 20, 2005 and receive the appropriate number of
underlying UBM ordinary shares, subject to cancellation fees charged by BONY
pursuant to the Deposit Agreement.
For UBM ADRs not submitted to BONY for exchange by 17:00 (Eastern
Standard Time)on May 20, 2005, BONY will as soon as is practicable after that
date sell the underlying ordinary shares at the price that BONY can obtain on
the London Stock Exchange. The remaining UBM ADR holders may obtain the cash
proceeds from the sale, net of any applicable charges, expenses, taxes or
governmental charges, by returning their ADRs to BONY after May 30, 2005.
BONY will shortly inform registered holders of UBM ADRs of the
termination of the programme and will provide directions on how to proceed.
Expected Schedule for De-Listing from Nasdaq and Termination of ADR
programme
December 22, 2004 - Withdrawal of registration statement on Form
F-6
March 22, 2005 - Termination of UBM's ADR programme
- Termination of secondary Nasdaq listing
May 20, 2005 - Deadline for holders to exchange their UBM
ADRs for underlying ordinary shares in UBM
SOURCE United Business Media Plc
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CONTACT: ADR holders requiring further information may contact: Anne Siddell, United Business Media, +44-(0)20-7921-5004. Other investors, analysts, and media professionals requiring further information may contact: Colin Browne, The Maitland Consultancy, +44-(0)20-7379-5151; Michael Waring, United Business Media, +44-(0)7775-788628
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