British Airways PLC
25 April 2007
British Airways Announces Intent to Delist from New York Stock Exchange (NYSE)
and to Deregister and Terminate its U.S. Reporting Obligations under the
Securities Exchange Act of 1934
British Airways Plc (LSE: BAY, NYSE: BAB) (the 'Company') announced today that
its board of directors approved the delisting of its American Depositary Shares,
each representing the right to receive ten ordinary shares of the Company (the '
ADSs'), from the New York Stock Exchange (the 'NYSE') and the deregistration of
the Company and termination of its reporting obligations under the Securities
Exchange Act of 1934 (the 'Exchange Act').
The Company has provided written notice to the NYSE of its intent to delist. The
Company intends to file a Form 25 with the SEC on or about 8 May, 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days after this filing (unless the Form 25 is earlier withdrawn by the Company).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 the Exchange Act as soon as practicable
following June 4, 2007, the date when the revised SEC rules on deregistration
become effective. 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days after the filing, unless the Form 15F is earlier withdrawn by the Company.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 intends to maintain its American Depositary Receipt facility with
Citibank as a Level I programme. This means that the Company's ADSs will be
traded on the over-the-counter market. Accordingly, 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 ADSs or ordinary shares in a
quotation medium in the United States. The Company's ordinary shares will
continue to trade on the London Stock Exchange.
Keith Williams, Chief Financial Officer said: 'British Airways will continue to
comply with the Combined Code on Corporate Governance and the UKLA Listing
Rules. As only three per cent of our shares are held in the ADS programme and
the average trading volume for the year ended 31 March, 2007 was less than five
per cent, it no longer makes sense from a cost and administrative perspective to
submit to the reporting obligations under the Exchange Act. This decision is
entirely consistent with our strategy of simplification as it reduces cost and
complexity without in any way detracting from the integrity of our governance
and control processes.'
The Company expects to continue to publish its Annual Report and Accounts and
other documents and communications in accordance with Exchange Act Rule 12g3-2
on its Investor Relations website www.bashares.com.
The board has decided to delist from the NYSE and deregister under the Exchange
Act in accordance with the new SEC rules to reduce both the costs and complexity
of complying with two sets of regulations that are substantively quite similar.
This is in line with the company's strategy of simplification which it has been
pursuing since the Future Size and Shape programme was announced in 2002 and
should reduce its costs by around £10m annually (including £5m paid to external
parties).
ends
April 25, 2007 056/KG/07
Notes to editors:
At the time of its privatisation in 1987, British Airways had its primary
listing on the London Stock Exchange and acquired secondary listings on the New
York and Toronto Stock Exchanges. The company delisted from the Toronto Stock
Exchange in December 2001.
The NYSE listing brings with it an obligation to report the company's results in
accordance with US GAAP in addition to reporting in accordance with
International Financial Reporting Standards.
Earlier this month, the United States Securities and Exchange Commission ('SEC')
published new rules enabling foreign issuers whose average trading volumes were
low to deregister. The British Airways ADS programme is very small, accounting
for less than three per cent of the issued share capital, and the average
trading volume is below the five percent test laid down by SEC in the new rules.
Certain information included in these statements is forward-looking and involves
risks and uncertainties that could cause actual results to differ materially
from those expressed or implied by the forward looking statements.
Forward-looking statements include, without limitation, projections relating to
results of operations and financial conditions and the Company's plans and
objectives for future operations, including, without limitation, discussions of
the Company's Business Plan programs, expected future revenues, financing plans
and expected expenditures and divestments. All forward-looking statements in
this report are based upon information known to the Company on the date of this
report. The Company undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise.
It is not reasonably possible to itemize all of the many factors and specific
events that could cause the Company's forward looking statements to be incorrect
or that could otherwise have a material adverse effect on the future operations
or results of an airline operating in the global economy. Information on some
factors which could result in material difference to the results is available in
the Company's SEC filings, including, without limitation the Company's Report on
Form 20-F for the year ended March 2006.
This information is provided by RNS
The company news service from the London Stock Exchange
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