13th Apr 2005 07:00
Mitchells & Butlers PLC13 April 2005 13 April 2005 Mitchells & Butlers plc Termination of ADR Programme and NYSE Delisting Mitchells & Butlers plc ("MAB") today announces that it intends to terminate itsAmerican Depositary Receipt ("ADR") programme on July 19, 2005 and to delistvoluntarily from the New York Stock Exchange. ADR holders will be able toexchange their ADRs for ordinary shares in accordance with the timetable shownbelow. Rationale for Delisting and Termination of ADR Programme - ADRs represent a very small proportion of MAB's equity: as of close of business on April 8, 2005, only 1.2% of MAB's issued equity is held in ADR form - ADR trading volumes are very low: less than 0.7% of the Company's shares traded over the three months to the end of March, 2005 were represented by ADRs - The majority of US shareholdings in MAB are represented by ordinary shares acquired through the London Stock Exchange - The Company does not carry out any business in the US Given the relatively low participation in the ADR programme, MAB does notbelieve that the benefits to the Company of maintaining the programme and NYSElisting justify the additional administration. On-going Investor Relations The Company's contact with investors will be unaffected by the termination anddelisting. MAB intends to maintain a high level of communication and bestpractice disclosure for all shareholders, including US based investors. The termination of the ADR programme and delisting from NYSE will not affect thelisting of MAB's ordinary shares on the London Stock Exchange. SEC Registration Notwithstanding the delisting, MAB's registration under the US SecuritiesExchange Act of 1934 ("the Exchange Act") remains in effect and MAB willcontinue to comply with its obligations, including the filing of Annual Reportson Form 20-F. However, in view of the increasing costs of maintaining a USregistration for non-US companies, MAB does intend to examine ways in which itmay terminate its Exchange Act registration in due course. Process for Termination of ADR programme and De-Listing MAB has given notice to The Bank of New York ("BNY"), the depositary for its ADRprogramme, to terminate the ADR programme. At MAB's request, from close ofbusiness on April 18, 2005 BNY will cease to issue new ADRs and will withdrawthe registration statement on Form F-6 with respect to unissued ADRs in the ADRfacility on April 19, 2005. MAB and BNY have also agreed to amend the DepositAgreement between MAB, BNY and holders of the MAB ADRs to shorten the periodafter termination of the Deposit Agreement, during which ADR holders mayexchange their MAB ADRs for underlying ordinary shares, from one year to 60days. From 17:00 (Eastern Standard Time) on July 19, 2005, MAB ADRs will no longer betransferable. Holders will, however, be entitled to surrender their MAB ADRs toBNY before 17:00 (Eastern Standard Time) on September 16, 2005 and requestdelivery of the underlying MAB ordinary shares. Such holders will receive theirMAB ordinary shares net of applicable fees and expenses and subject toapplicable taxes and governmental charges. From September 19, 2005, BNY will use reasonable efforts to sell all remainingunderlying MAB ordinary shares and will hold the net proceeds for the benefit ofholders who have not yet surrendered their ADRs. Holders of ADRs on or afterSeptember 19, 2005 may surrender their ADRs to BNY at any time and will receivethe proceeds of the sale of the underlying MAB ordinary shares represented bytheir ADRs, net of applicable fees and expenses and subject to any applicabletaxes and governmental charges. BNY will shortly write to registered holders of MAB ADRs in relation to thetermination of the programme and will provide information on how to proceed. Expected Timetable April 19, 2005 - Withdrawal of registration statement on Form F-6July 19, 2005 - Termination of MAB's ADR programmeOn or about Aug - Termination of NYSE listing9, 2005 (subject to SEC approval)Sept 16, 2005 - Deadline for holders to exchange their MAB ADRs for underlying ordinary shares in MABOn or after Sept - Remaining holders may tender ADRs for net cash receipt after19, 2005 expenses. For further information please contact: Bank of New York - ADR queries 1 888 BNY ADRS (1 888 269 2377)Mitchells & Butlers - Investor Relations Kate Holligon 44 121 498 5092Mitchells & Butlers - Media Simon Ward 44 121 498 5795Finsbury Group - Media James Murgatroyd 44 207 251 3801 Notes to Editors: - Mitchells & Butlers (MAB) is the leading operator of managed pubs, owning and operating approximately 2,000 high quality pubs in prime locations throughout the UK- MAB's ADR programme was established in April 2003 as part of the arrangements for the separation of the Company and InterContinental Hotels Group PLC from Six Continents PLC. Initially, the MAB programme consisted of 44 million ADRs. This has subsequently declined to 6.1 million- Trading in MAB's ADRs represents less than 1% of trading in MAB shares on the London Stock Exchange -ENDS- This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Mitchells & Butlers