Cable & Wireless Update on Termination of US SEC Registration
Cable & Wireless Update on Termination of US SEC Registration
LONDON and BLETCHLEY, England, May 8/PRNewswire-FirstCall/ -- Cable and Wireless plc ("Cable & Wireless") (LSE ticker: CW. or CW/ or
CW.L) announced today, 8 May 2006, that it is in the process of requiring US
Holders with fewer than 100,000 Ordinary shares to dispose of their holding,
allowing the Company to terminate the US registration of its Ordinary shares
with the US Securities and Exchange Commission ("SEC").
Cable & Wireless originally announced on 9 September 2005 its intention
to terminate its American Depository Receipt ("ADR") programme (former NYSE
ticker: CWP), de-list from the New York Stock Exchange ("NYSE") and
thereafter terminate its registration with the SEC.
The Company then announced on 14 December 2005, that it had terminated
its ADR programme and voluntarily de-listed from the NYSE effective from 4pm
Eastern Standard Time on 13 December 2005.
Subsequently, the Company held an Extraordinary General Meeting on 14
December 2005 to approve an amendment to its Articles of Association (the
"Articles"), allowing the Board to restrict the number of US Holders. As
announced by the Company on 14 December 2005, the amendment was approved by
97.8% of the votes cast.
In order to terminate its US registration, Cable & Wireless is
required to certify to the SEC that it has fewer than 300 US Holders. The
Company has therefore invoked the power contained in the amended Articles and
is in the process of requiring US Holders with fewer than 100,000 shares to
dispose of their holding. The Company will instruct its brokers to dispose of
any such holdings that remain after 29 May 2006. Thereafter, the Company
intends to file a Form 15 with the SEC, terminating the US registration of
its Ordinary shares.
Following the termination of Cable & Wireless' US
registration, the SEC requires that the Company maintains the number of US
Holders below 300 for a period of 18 months. In order to achieve this
requirement, the Company intends to require US Holders below a certain
threshold shareholding to dispose of their shares during that time. The
threshold will be set from time to time, at the discretion of the Board, to
achieve the objective of keeping the number of US Holders below 300.
The Company is terminating its SEC registration because it
believes the increasing costs of maintaining its registration in the US and
complying with other applicable obligations outweigh the benefits obtained by
the Company and its shareholders as a whole. However, terminating its
registration with the SEC will affect neither Cable & Wireless' listing of
ordinary shares on the London Stock Exchange nor its high level of
communication and disclosure for all shareholders, including US investors.
Cable & Wireless is and will continue to be subject to the listing rules, the
prospectus rules and the disclosure rules made by the UK Listing Authority,
and to the Combined Code on Corporate Governance. Like any other company
whose shares are traded on the London Stock Exchange, Cable & Wireless
maintains high standards of corporate governance.
For further information regarding this press release please
contact the Company as detailed below.
Definitions
"US Holder" means (i) persons resident in the US who hold
shares in Cable & Wireless (including, without limitation, shares at any time
represented by American Depositary Shares) in any manner described in Rule
12g 3-2(a)(1) of the US Securities Exchange Act of 1934 and (ii) persons who
appear, at any time, to the Board to fall within sub-paragraph (i) of this
definition of US Holder, and includes any person (including any corporation,
partnership, trust, estate or other organisation) with a registered address
in the United States who holds shares in Cable & Wireless directly or for
whose account such shares are held by a broker, dealer, bank (or nominee for
any of these); and
"US" means the United States of America, its territories and
possessions, any state of the United States and the District of Columbia.
About Cable & Wireless
Cable & Wireless is one of the world's leading international
communications companies. It operates through two standalone business units -
International and UK.
The International business unit operates integrated
telecommunications companies in 33 countries offering mobile, broadband,
domestic and international fixed line services to residential and business
customers, with principal operations in the Caribbean, Panama, Macau, Monaco
and the Channel Islands.
The UK business unit provides enterprise and carrier solutions
to the largest users of telecoms services across the UK, US, continental
Europe and Asia, and consumer and small business broadband services in the UK
through Bulldog.
For more information about Cable & Wireless, go to www.cw.com
Source: Cable & Wireless Plc
For further information: Investor Relations Craig Thornton, Investor Relations Manager, +44-(0)-20-7315-6225; Ashley Rayfield, Investor Relations Director, +44-(0)-20-7315-4460; Media: Clare Waters, Director of External Affairs, +44-(0)-20-7315-4088; Antonia Graham, Head of Corporate and UK PR, +44-(0)-7803-724-111; Press Office, Cable & Wireless, +44-(0)-1344-818-888
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