Marine Harvest ASA (OSE:MHG, NYSE:MHG): Intention to terminate New York Stock Exchange listing and deregister under the U.S. ...
February 15 2017 - 12:32AM
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.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Marine Harvest ASA via Globenewswire
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