HONG KONG, Dec. 17, 2021 /CNW/ -- CNOOC Limited (the
"Company", SEHK: 00883, TSX: CNU) announces that it
has applied for a voluntary delisting of its American Depositary
Receipts ("ADRs") from the Toronto Stock Exchange
("TSX") in Canada. Subject to such application being
accepted by the TSX, it is expected that the ADRs will be delisted
from the TSX effective as of the close of trading on December 31, 2021.
The Company has decided to pursue the voluntary delisting of the
ADRs from the TSX following the delisting of the
ADRs from the NYSE effective at the close of trading on
October 22, 2021(Eastern Standard
Time).
Security holder approval for the delisting of the ADRs will not
be sought because the Liquidity Event meets the requirements of
Section 720(b) of the TSX Company Manual, and for which all
material conditions have been satisfied and the likelihood of
non-completion is remote.
In arriving at the determination to delist from the TSX, the
Company considered, among other things, the delisting of the ADRs
from the NYSE and the effects thereof on the TSX listing, the
minimal trading volumes on the TSX, the burdens associated with the
listing on the TSX and the availability of an alternative market
for the underlying ordinary shares in the Hong Kong Stock Exchange
(the "HKSE").
The Company's ordinary shares will continue to be listed and
trade on the HKSE under the stock code "00883". The delisting from
the TSX is not expected to have any negative impact on the
Company's ongoing operations. Concurrent with the Company's
delisting from the TSX, the Company has applied for an order under
Canadian securities laws that it cease to be a reporting issuer in
Ontario and Alberta.
JPMorgan Chase Bank, N.A. is the depositary for the ADRs and
anticipates providing ADR holders notice of the termination of the
deposit agreement among the Company, JPMorgan Chase Bank, N.A. and
holders of ADRs (the "Deposit Agreement") on or about
December 31, 2021 in conjunction with
the delisting. Holders of the ADRs may, following the termination
of the Deposit Agreement, deliver their ADRs to JPMorgan Chase
Bank, N.A. in exchange for ordinary shares of the Company subject
to the terms of the Deposit Agreement. Each ADR can be cancelled
for delivery of 100 ordinary shares of the Company, which are
listed for trading on the HKSE (the "Ordinary Share
Conversion"). Holders of the ADRs in Canadian brokerage
accounts are encouraged to contact their brokers regarding the
exchange of their ADRs into ordinary shares of the Company to
ensure that such brokers are able to receive the ordinary shares on
their behalf. Alternatively, JPMorgan Chase Bank, N.A. will sell
the underlying ordinary shares and hold in a segregated account the
net proceeds thereof in trust for the pro rata benefit of the
holders of ADRs not previously surrendered after the expiry of
a period of six months or shorter period following the
termination date determined pursuant to such Deposit Agreement (the
"Cash Conversion" and, together with the Ordinary Share
Conversion, collectively, the "Liquidity Event").
- End –
Notes to Editors:
More information about the Company is available at
http://www.cnoocltd.com.
*** *** *** ***
This press release includes "forward-looking statements" within
the meaning of the United States Private Securities Litigation
Reform Act of 1995, including statements regarding expected future
events, business prospectus or financial results. The words
"expect", "anticipate", "continue", "estimate", "objective",
"ongoing", "may", "will", "project", "should", "believe", "plans",
"intends" and similar expressions are intended to identify such
forward-looking statements.
These statements are based on assumptions and analyses made by
the Company in light of its experience and its perception of
historical trends, current conditions and expected future
developments, as well as other factors the Company believes are
appropriate under the circumstances. However, whether actual
results and developments will meet the expectations and predictions
of the Company depends on a number of risks and uncertainties which
could cause the actual results, performance and financial condition
to differ materially from the Company's expectations, including but
not limited to the Company and its controlling shareholder being
listed in the list of the U.S for sanction against companies with
alleged ties to the Chinese military, those associated with
fluctuations in crude oil and natural gas prices, macro-political
and economic factors, changes in the tax and fiscal regimes of the
host countries in which we operate, the highly competitive nature
of the oil and natural gas industry, environmental responsibility
and compliance requirements, the Company's price forecast, the
exploration and development activities, mergers, acquisitions and
divestments activities, HSSE and insurance policies and changes in
anti-corruption, anti-fraud, anti-money laundering and corporate
governance laws. For a description of these and other risks and
uncertainties, please see the documents the Company files from time
to time with the United States Securities and Exchange Commission,
including the Annual Report on Form 20-F filed in April of the
latest fiscal year. Consequently, all of the forward-looking
statements made in this press release are qualified by these
cautionary statements. The Company cannot assure that the results
or developments anticipated will be realised or, even if
substantially realised, that they will have the expected effect on
the Company, its business or operations.
*** *** *** ***
For further enquiries, please contact:
Ms. Jing Liu
Manager, Media & Public Relations
CNOOC Limited
Tel: +86-10-8452-3404
Fax: +86-10-8452-1441
E-mail: mr@cnooc.com.cn
Mr. Bunny Lee
Porda Havas International Finance Communications Group
Tel: +852-3150-6707
Fax: +852-3150-6728
E-mail: cnooc.hk@pordahavas.com
SOURCE CNOOC Limited