Global Brokerage, Inc. to Voluntarily Delist Common Shares from The NASDAQ Capital Market
December 08 2017 - 4:15PM
Global Brokerage, Inc. (NASDAQ:GLBR) (“Global Brokerage”),
announced today that it has notified The NASDAQ Stock Market
(“Nasdaq”) of its intention to voluntarily withdraw its Class A
common stock, par value $0.01 (the “Common Stock”), from listing on
The NASDAQ Capital Market (the “Exchange”).
Global Brokerage intends to file a Form 25, Notification of
Removal from Listing under Section 12(b) of the Securities Exchange
Act of 1934, with the Securities and Exchange Commission (the
“SEC”) on or about December 19, 2017, notifying the SEC of its
delisting from the Exchange. The last day of trading on the
Exchange will be December 28, 2017. Global Brokerage has not
arranged for listing or registration of its Common Stock on another
national securities exchange.
As previously announced, on May 2, 2017, Nasdaq notified Global
Brokerage that the market value of its publicly held Common Stock
did not meet the requirement for continued listing under The NASDAQ
Global Market’s listing standards. On November 6, 2017, Global
Brokerage was notified that Nasdaq would remove Global Brokerage
from The NASDAQ Global Market. Nasdaq approved Global
Brokerage to transfer its stock to the Exchange, and the Common
Stock began trading at the opening of business on November 13,
2017.
Global Brokerage’s Board of Directors intends to withdraw its
Common Stock from listing on the Exchange as a result of several
factors, including the intention to deregister its Common Stock
under the Securities Exchange Act of 1934, as amended, and
terminate its duty to file periodic reports with the SEC in order
to reduce its costs of compliance with the rules of the SEC and of
the Exchange.
Disclosure Regarding Forward-Looking
StatementsIn addition to historical information, this
earnings release may contain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, Section
21E of the Exchange Act and/or the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include statements
preceded by, followed by, or including the words "believes,"
"expects," "anticipates," "plans," "estimates," "projects,"
"forecasts," or similar expressions. Examples of forward-looking
statements in this news release are statements about the expected
terms and timing of the Plan, the expected SEC deregistration and
the financial impact on Global Brokerage, including reduced
expenses, resulting from the restructuring transactions. These
forward-looking statements are not historical facts and are based
on current expectations, estimates and projections about Global
Brokerage's industry, business plans, management's beliefs and
certain assumptions made by management, many of which, by their
nature, are inherently uncertain and beyond our control.
Accordingly, readers are cautioned that any such forward-looking
statements are not guarantees of future performance and are subject
to certain risks, uncertainties and assumptions that are difficult
to predict including, without limitation, risks associated with
Global Brokerage's strategy to focus on its operations outside the
United States, risks associated with the events that took place in
the currency markets on January 15, 2015 and their impact on Global
Brokerage's capital structure, risks associated with Global
Brokerage's ability to recover all or a portion of any capital
losses, risks relating to the ability of Global Brokerage to
satisfy the terms and conditions of or make payments pursuant to
the terms of the finance agreements with Leucadia, as well as risks
associated with Global Brokerage's obligations under its other
financing agreements, risks related to Global Brokerage's
dependence on FX market makers, market conditions, risks associated
with the outcome of any potential litigation or regulatory
inquiries to which Global Brokerage may become subject, risks
associated with potential reputational damage to Global Brokerage
resulting from its sale of US customer accounts, and those other
risks described under "Risk Factors" in Global Brokerage's Annual
Report on Form 10-K, Global Brokerage's latest Quarterly Report on
Form 10-Q, and other reports or documents Global Brokerage files
with, or furnishes to, the SEC from time to time, which are
accessible on the SEC website at sec.gov. This information should
also be read in conjunction with Global Brokerage's Consolidated
Financial Statements and the Notes thereto contained in Global
Brokerage's Annual Report on Form 10-K, Global Brokerage's latest
Quarterly Report on Form 10-Q, and in other reports or documents
that Global Brokerage files with, or furnishes to, the SEC from
time to time, which are accessible on the SEC website at
sec.gov.
About Global Brokerage, Inc.
Global Brokerage, Inc. (NASDAQ:GLBR) is a holding company with
an indirect effective ownership of FXCM Group, through its equity
interest in Global Brokerage Holdings, of between 7.5 — 37.3%
depending on the amount of distributions made by FXCM Group.
Investor Relations
investorrelations@globalbrokerage.info
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