8th May 2006 11:48
Announcement 8 May 2006 Cable & Wireless update on termination of US SEC registration 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 Holderswith fewer than 100,000 Ordinary shares to dispose of their holding, allowingthe Company to terminate the US registration of its Ordinary shares with the USSecurities and Exchange Commission ("SEC").Cable & Wireless originally announced on 9 September 2005 its intention toterminate its American Depository Receipt ("ADR") programme (former NYSEticker: CWP), de-list from the New York Stock Exchange ("NYSE") and thereafterterminate its registration with the SEC.The Company then announced on 14 December 2005, that it had terminated its ADRprogramme and voluntarily de-listed from the NYSE effective from 4pm EasternStandard Time on 13 December 2005.Subsequently, the Company held an Extraordinary General Meeting on 14 December2005 to approve an amendment to its Articles of Association (the "Articles"),allowing the Board to restrict the number of US Holders. As announced by theCompany on 14 December 2005, the amendment was approved by 97.8% of the votescast.In order to terminate its US registration, Cable & Wireless is required tocertify to the SEC that it has fewer than 300 US Holders. The Company hastherefore invoked the power contained in the amended Articles and is in theprocess of requiring US Holders with fewer than 100,000 shares to dispose oftheir holding. The Company will instruct its brokers to dispose of any suchholdings that remain after 29 May 2006. Thereafter, the Company intends to filea Form 15 with the SEC, terminating the US registration of its Ordinary shares.Following the termination of Cable & Wireless' US registration, the SECrequires that the Company maintains the number of US Holders below 300 for aperiod of 18 months. In order to achieve this requirement, the Company intendsto require US Holders below a certain threshold shareholding to dispose oftheir shares during that time. The threshold will be set from time to time, atthe discretion of the Board, to achieve the objective of keeping the number ofUS Holders below 300.The Company is terminating its SEC registration because it believes theincreasing costs of maintaining its registration in the US and complying withother applicable obligations outweigh the benefits obtained by the Company andits shareholders as a whole. However, terminating its registration with the SECwill affect neither Cable & Wireless' listing of ordinary shares on the LondonStock Exchange 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 governance.For further information regarding this press release please contact the Companyas 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 byAmerican Depositary Shares) in any manner described in Rule 12g 3-2(a)(1) ofthe US Securities Exchange Act of 1934 and (ii) persons who appear, at anytime, to the Board to fall within sub-paragraph (i) of this definition of USHolder, and includes any person (including any corporation, partnership, trust,estate or other organisation) with a registered address in the United Stateswho holds shares in Cable & Wireless directly or for whose account such sharesare held by a broker, dealer, bank (or nominee for any of these); and"US" means the United States of America, its territories and possessions, anystate of the United States and the District of Columbia.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 888About Cable & WirelessCable & Wireless is one of the world's leading international communicationscompanies. It operates through two standalone business units - Internationaland UK.The International business unit operates integrated telecommunicationscompanies in 33 countries offering mobile, broadband, domestic andinternational fixed line services to residential and business customers, withprincipal operations in the Caribbean, Panama, Macau, Monaco and the ChannelIslands.The UK business unit provides enterprise and carrier solutions to the largestusers of telecoms services across the UK, US, continental Europe and Asia, andconsumer and small business broadband services in the UK through Bulldog.For more information about Cable & Wireless, go to www.cw.com ENDCable & Wireless PLCRelated Shares:
CWC.L