Presidential Realty Receives Delisting Notice from NYSE AMEX
September 12 2011 - 4:39PM
Business Wire
Presidential Realty Corporation, a real estate investment trust
whose Class B common stock is currently traded on the NYSE AMEX LLC
(the “Exchange”) today announced that by letter dated September 6,
2011, it had received notice (the “Notice”) from the staff of the
NYSE Amex LLC (the “Exchange”) of the intent of the Exchange to
strike the Class B common stock of the Company from the Exchange by
filing a delisting application with the Securities and Exchange
Commission (the “SEC”) pursuant to Section 1009(d) of the NYSE Amex
LLC Company Guide (the “Company Guide”). On June 17, 2011, the
Company received a letter from that Exchange that the Company is
not in compliance with the Exchange’s continued listing standard
set forth in Section 1003(a)(iii) of the Exchange’s Company Guide
due to having stockholders’ equity of less than $6,000,000 at March
31, 2011 and losses from continuing operations in its five most
recent fiscal years ended December 31, 2010. In accordance with the
Company Guide, the Company submitted a plan of compliance on July
13, 2011, and provided supplemental updates on August 4, 22 and 23,
2011. After review of the plan of compliance, the Exchange Staff
stated in the Notice that the Company “does not make a reasonable
demonstration in the Plan of its ability to regain compliance with
Section 1003(a)(iii).”
After careful consideration of its alternatives, the Company has
determined not to appeal the Exchange’s decision to delist its
Class B common stock. Therefore, on September 13, 2011, the
Exchange’s determination will become final. The Exchange will then
suspend trading in the Company’s Class B common stock and submit an
application to the SEC to strike the Company’s common stock from
listing on the Exchange and registration under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Company will then be deemed registered under Section 12(g) of
the Exchange Act and will continue to file periodic and other
reports pursuant to the requirements of the Exchange Act. As the
Company has not entered into any strategic transaction, it intends
to move forward with completing its plan of liquidation.
After the Company’s Class B common stock is delisted, the
Company cannot predict whether any trading market, including any
over-the-counter trading market, for the Company’s Class B common
stock will develop or be sustained. The Company’s Class A common
stock currently trades in the over-the-counter market under the
symbol PDNLA.
About Presidential Realty
Presidential Realty Corporation, a real estate investment trust,
is engaged principally in the ownership of income-producing real
estate and in the holding of notes and mortgages secured by real
estate or interests in real estate. On January 20, 2011,
Presidential stockholders approved a plan of liquidation, which
provides for the sale of all of the Company’s assets over time and
the distribution of the net proceeds of sale to the stockholders
after satisfaction of the Company’s liabilities.
Forward-Looking Statements
Certain statements made in this press release that are not
historical fact may constitute “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such forward-looking statements include statements
regarding the intent, belief or current expectations of the Company
and its management, including the timing of the delisting of the
Company’s Class B Common Stock from the NYSE Amex LLC, as well as
the timing of the Company’s plans to effect the plan of
liquidation. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among other things, the
following:
- the risk that management may not be
able to execute the sale of all or substantially all of the
Company’s assets and complete the plan of liquidation, either
through a sale of individual assets or in a strategic
transaction;
- the risk that the proceeds from the
sale of the assets may be substantially below the Company’s
estimates;
- the risks that the proceeds from the
sale of the assets may not be sufficient to satisfy the Company’s
obligations to its current and future creditors;
- the risk and expense of stockholder
litigation with respect to the plan of liquidation or other
possible transactions affecting the Company and other unforeseeable
expenses relating to the liquidation;
- disruption resulting from the
liquidation process making it more difficult to maintain
relationships with customers or employees;
- continuing generally adverse economic
and business conditions, which, among other things (a) affect the
demand for retail and office space at properties owned by the
Company and (b) affect the availability and creditworthiness of
prospective tenants and the rental rates obtainable at the
properties;
- continuing adverse conditions in the
real estate markets, which affect the ability of the Company or the
joint venture in which the Company is a member to sell, or
refinance the mortgages on, their properties and which may also
affect the ability of prospective tenants to rent space at these
properties;
- general risks of real estate ownership
and operation;
- governmental actions and
initiatives;
- environmental and safety requirements;
and
- the Company’s ability to continue as a
real estate investment trust (“REIT”).
Additional factors that could cause Presidential’s results to
differ materially from those described in the forward-looking
statements can be found in the Company’s 2010 Annual Report on Form
10-K and its Quarterly Report on Form 10-Q for the quarter ended
June 30, 2011. Except as required by law, the Company expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any changes in the Company’s expectations with
regard thereto or change in events, conditions or circumstances on
which any such statement is based.