9th Sep 2005 13:00
Cable and Wireless plc Intention to Delist from NYSE and terminate ADR Programme and SEC registration Cable and Wireless plc ("Cable & Wireless") today (9 September 2005) announcesthat it intends to terminate its American Depositary Receipt ("ADR") programmeon 13 December 2005 (the "Termination Date") and to delist voluntarily from theNew York Stock Exchange ("NYSE"). ADR holders will be able to exchange theirADRs for ordinary shares in accordance with the timetable shown below. Inaccordance with the provisions of the Deposit Agreement governing the ADRs,notice of such termination will be provided to holders at least 30 days priorto the Termination Date.Rationale for Delisting and Termination of ADR Programme * ADRs represent a very small proportion of Cable & Wireless' equity: as of close of business on 31 August, 2005, only 3.5% of Cable & Wireless' issued equity was held in ADR form * ADR trading volumes are very low: less than 1.0% of Cable & Wireless' shares traded over the three months to 31 August 2005 were represented by ADRs * Currently the majority of the holdings of US residents in Cable & Wireless are represented by ordinary shares * Following its exit from the US during the course of 2004, Cable & Wireless does not carry out any material business in the US Given the relatively low participation in the ADR programme, Cable & Wirelessdoes not believe that the benefits to it of maintaining the programme and NYSElisting justify the additional administration.The termination of the ADR programme and delisting from the NYSE will affectneither Cable & Wireless' listing of ordinary shares on the London StockExchange nor its high level of communication and disclosure for allshareholders, including US investors. Cable & Wireless is and will continue tobe subject to the listing rules, the prospectus rules and the disclosure rulesmade by the UK Listing Authority, and to the Combined Code on CorporateGovernance. Like any other company whose shares are traded on the London StockExchange, Cable & Wireless maintains high standards of corporate governanceunder this regime.SEC RegistrationNotwithstanding the delisting, Cable & Wireless' registration under the USSecurities Exchange Act of 1934 (the "Exchange Act") remains in effect andCable & Wireless will continue to comply with its obligations. However, Cable &Wireless believes that the increasing costs of maintaining its registration inthe US and complying with SEC reporting and other applicable US obligationsoutweigh the benefits obtained by the Company and its shareholders as a whole.Therefore Cable & Wireless intends to convene an extraordinary general meetinglater in the year to amend its Articles of Association to facilitatetermination of registration with the SEC and its SEC reporting and otherapplicable obligations.Process for Termination of ADR programme and De-ListingThe Deposit Agreement will be amended to reduce the period after which JPMorgan Chase Bank, N.A. ("JPM"), as depositary, will sell the ordinary sharesunderlying those ADRs which have not already been cancelled, from one year to30 days after the Termination Date. Notice of this amendment will shortly beprovided to ADR holders and will become effective 90 days thereafter. Notice ofthe termination of the ADR programme will be provided to ADR holders at thesame time. Cable & Wireless will terminate the ADR programme from close ofbusiness on the Termination Date and JPM's books for issuances and transferswill cease to be open from that date.ADR holders will, however, be entitled to surrender their ADRs to JPM before17.00 (Eastern Standard Time) on 12 January 2006 (30 days from the TerminationDate) and request delivery of the underlying Cable & Wireless ordinary shares.Such ADR holders will receive their Cable & Wireless ordinary shares uponpayment of all applicable fees and expenses and subject to applicable taxes andgovernmental charges.On or after 13 January 2006, JPM may sell the underlying Cable & Wirelessordinary shares then held under the Deposit Agreement and will hold the netproceeds of any such sale, together with any other cash then held by it, in anunsegregated escrow account uninvested and without liability for interest, forthe pro rata benefit of the registered holders of ADRs which have not alreadybeen surrendered.JPM will write to registered holders of ADRs in relation to the termination ofthe programme shortly after Cable & Wireless gives notice of termination andwill provide information on how to proceed.Expected Timetable13 December 2005 - Termination of Cable & Wireless' ADR (Termination Date) Programme On or about 13 December - Termination of NYSE listing (subject to SEC 2005 approval) 17.00 EST on 12 January - Deadline for ADR holders to exchange their 2006 ADRs for underlying ordinary shares in Cable & Wireless On or after 13 January - Remaining ADR holders may tender their ADRs 2006 for net cash receipt after fees and expenses. For further informationInvestor RelationsLouise Breen Director, Investor Relations 020 7315 4460Virginia Porter VP, Investor Relations +1 212 239 3581MediaLesley Smith Group Director Corporate & Public Affairs 020 7315 4064Steve Double Group Head of Media Communications 01344 726946Toll free Help Line for ADR HoldersThe following toll free Help Line has been set up for ADR Holders calling fromthe United States with questions regarding this announcement: 1 866 211 2570.ADR Holders calling from anywhere outside the United Kingdom (other than fromthe United States) can access the Help Line by calling +44 (0) 1903 702767. ADRHolders calling from within the United Kingdom can access the Help Line bycalling 0870 600 3975.Alternatively, ADR Holders may send questions regarding this announcement toCable & Wireless by email at cable&[email protected] Cable & WirelessCable & Wireless is one of the world's leading international communicationscompanies. It provides fixed and mobile voice, data, IP (Internet Protocol) andbroadband services to business and residential customers, as well as servicesto other telecoms carriers, mobile operators and providers of content,applications and internet services.Cable & Wireless' principal operations are in the United Kingdom, theCaribbean, Panama, Macau and Monaco. For more information about Cable &Wireless, go to http://www.cw.com.ENDCable & Wireless PLCRelated Shares:
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