Marine Harvest ASA (OSE:MHG, NYSE:MHG): Intention to terminate New York Stock Exchange listing and deregister under the U.S. ...
February 15 2017 - 12:33AM
Marine Harvest ASA's Board of Directors resolved on 14 February
2017 to delist the Marine Harvest's American Depositary Shares
("ADSs"), each representing one ordinary share ("Share") of Marine
Harvest, from the New York Stock Exchange ("NYSE") and to terminate
the registration of the ADSs and Shares under the U.S. Securities
Exchange Act of 1934 ("Exchange Act"). In the future, the Shares
will continue to be listed on the Oslo Stock Exchange only.
Only about 3 percent of the worldwide trading volume in the
Shares (in the form of Shares or ADSs) in the past 12 months
occurred in the United States while the costs of maintaining a NYSE
listing and a registration under the Exchange Act are significant.
The Board of Marine Harvest has therefore concluded that it is in
the best interest of the shareholders to discontinue the US listing
and terminate its reporting obligations in the US.
Marine Harvest Chief Financial Officer Ivan Vindheim said: "The
delisting and deregistration will enable us to simplify financial
reporting processes, while maintaining the same high-quality IFRS
compliant financial reporting and disclosures. Corporate governance
will not be affected, as important governance bodies such as the
Board Audit Committee will remain, in addition to an adequate level
of internal controls. We will also maintain the same strong focus
on serving our US investor base as we have had in the past."
Following the delisting and deregistration, Marine Harvest will
continue to be subject to the rules of the Oslo Stock Exchange and
other Norwegian and European Union financial market
regulations.
Marine Harvest intends to initiate the delisting process
promptly after the date of this stock exchange release. Subject to
applicable laws and the NYSE rules, Marine Harvest intends to
complete the delisting and deregistration as promptly as
practicable thereafter.
Marine Harvest intends to maintain its ADR program as a Level 1
Sponsored program and Citibank will remain as the Depositary.
Accordingly, following delisting, Marine Harvest's ADSs will be
traded in the US over-the-counter. Marine Harvest has not arranged
for the listing of its ADSs or the Shares on another national
securities exchange in the US or for the quotation of its ADS's or
the Shares in a quotation system in the US.
For further information, please contact:Ivan Vindheim, CFO,
Mobile: +47 958 71 310 Kim Galtung Døsvig, IR Officer & Head of
Treasury. Mobile: +47 908 76 339
This information is subject of the disclosure requirements
pursuant to section of 5-12 of the Norwegian Securities Trading
Act.
Forward looking statements
This release includes forward-looking statements, such as
statements that relate to Marine Harvest's intention to delist its
ADSs from the NYSE and to deregister its ADSs and Shares under the
Exchange Act, the timing of any such delisting and deregistration,
the plan to remain listed on the Oslo Stock Exchange, the effect
that delisting and deregistration would have on Marine Harvest's
financial reporting processes, the quality of financial reporting
and disclosures in Marine Harvest's future financial statements,
the quality of Marine Harvest's internal controls, the corporate
governance that will be maintained by Marine Harvest and the plan
to maintain a Level 1 Sponsored ADS program. Forward-looking
statements may be identified by words or phrases, such as "enable",
"will", "intend", and similar expressions or future or conditional
verbs. Forward-looking statements are Marine Harvest's current
estimates or expectations of future events or future results.
Actual results could differ materially from those indicated by
these statements because the realization of those results is
subject to many risks and uncertainties, including Marine Harvest's
ability to comply with applicable laws and regulations, including
the Exchange Act (and the rules and regulations promulgated
thereunder) and the NYSE rules, feasibility or desirability of
maintaining a Level 1 Sponsored ADS program and Marine Harvest's
ability to prepare its financial statements in compliance with the
relevant financial reporting standards and maintain adequate
internal controls. Marine Harvest ASA's annual report on Form 20-F
for fiscal year 2015, including the section captioned "Risk
Factors," contain additional information about factors that could
affect actual results. All forward-looking statements included in
this release are based on information available at the time of the
release, and Marine Harvest assumes no obligation to update any
forward-looking statement beyond its obligations under applicable
law.
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