SINGAPORE, Dec. 5, 2022
/PRNewswire/ -- 51Talk Online Education Group ("51Talk" or the
"Company") (NYSE: COE), a global online education platform with
core expertise in English education, announced today that the
Company will change the ratio of its American depositary shares
("ADSs") to Class A ordinary shares (the "ADS Ratio") from one (1)
ADS representing fifteen (15) Class A ordinary shares to one (1)
ADS representing sixty (60) Class A ordinary shares. The intention
of the ADS ratio change is to prepare the Company for a
contemplated transfer of the listing of its ADSs from the New York
Stock Exchange to the Nasdaq Capital Market. The management of the
Company believes that the Nasdaq Capital Market is a more suitable
listing venue to reflect the shift of the Company's business focus
from China's K-12 online education
market to the emerging international K-12 online education market.
"The intended transfer of the listing venue demonstrates the
management's confidence in its international strategy and the
commitment to maintain the Company's status as a US-listed
company," Mr. JiaJia Huang, founder
and Chief Executive Officer of 51Talk, commented.
For the Company's ADS holders, the change in the ADS Ratio will
have the same effect as a one-for-four reverse ADS split. A
post-effective amendment to the ADS Registration Statement on Form
F-6 will be filed with the SEC to reflect the change in the ADS
Ratio. The Company anticipates that the change in the ADS Ratio
will be effective on or about December 15, 2022 (U.S.
Eastern Time), subject to the effectiveness of the post-effective
amendment to the ADS Registration Statement on Form F-6 on or
before that date.
Each ADS holder of record at the close of business on the date
when the change in ADS Ratio is effective will be required to
surrender and exchange every four (4) existing ADSs then held for
one (1) new ADS. Deutsche Bank Trust Company Americas, as the
depositary bank for the Company's ADS program, will arrange for the
exchange of the current ADSs for the new ones.
No fractional new ADSs will be issued in connection with the
change in the ADS Ratio. Instead, fractional entitlements to new
ADSs will be aggregated and sold by the depositary bank and the net
cash proceeds from the sale of the fractional ADS entitlements
(after deduction of fees, taxes and expenses) will be distributed
to the applicable ADS holders by the depositary bank. The change in
the ADS Ratio will have no impact on the Company's underlying Class
A ordinary shares, and no Class A ordinary shares will be issued or
cancelled in connection with the change in the ADS Ratio.
The change in the ADS Ratio is a preparatory step for the
transfer of listing venue. There is no assurance that the
contemplated listing venue transfer can be successfully
completed.
Safe Harbor Statement
This press release contains statements that may constitute
"forward-looking" statements which are made pursuant to the "safe
harbor" provisions of the U.S. Private Securities Litigation Reform
Act of 1995. These forward-looking statements can be identified by
terminology such as "will," "expects," "anticipates," "aims,"
"future," "intends," "plans," "believes," "estimates," "likely to,"
and similar statements. 51Talk may also make written or oral
forward-looking statements in its periodic reports to the
Securities and Exchange Commission ("SEC"), in its annual report to
shareholders, in press releases and other written materials and in
oral statements made by its officers, directors or employees to
third parties. Statements that are not historical facts, including
statements about 51Talk's beliefs and expectations, are
forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties. Further information regarding
these and other risks is included in 51Talk's filings with the SEC.
All information provided in this press release is as of the date of
this press release, and 51Talk does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law.
About 51Talk Online Education Group
51Talk Online Education Group (NYSE: COE) is a global online
education platform with core expertise in English education. The
Company's mission is to make quality education accessible and
affordable. The Company's online and mobile education platforms
enable students to take live interactive English lessons on demand.
The Company connects its students with a large pool of highly
qualified teachers that it assembled using a shared economy
approach, and employs student and teacher feedback and data
analytics to deliver a personalized learning experience to its
students.
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SOURCE 51Talk Online Education Group