25th Apr 2007 09:30
British Airways PLC25 April 2007 British Airways Announces Intent to Delist from New York Stock Exchange (NYSE)and to Deregister and Terminate its U.S. Reporting Obligations under theSecurities Exchange Act of 1934 British Airways Plc (LSE: BAY, NYSE: BAB) (the "Company") announced today thatits board of directors approved the delisting of its American Depositary Shares,each representing the right to receive ten ordinary shares of the Company (the "ADSs"), from the New York Stock Exchange (the "NYSE") and the deregistration ofthe Company and termination of its reporting obligations under the SecuritiesExchange Act of 1934 (the "Exchange Act"). The Company has provided written notice to the NYSE of its intent to delist. TheCompany intends to file a Form 25 with the SEC on or about 8 May, 2007, toeffect the delisting. By operation of law, the delisting will be effective tendays after this filing (unless the Form 25 is earlier withdrawn by the Company).The Company reserves the right to delay the filing of the Form 25 or withdrawthe Form 25 for any reason prior to its effectiveness. The Company intends to file a Form 15F with the SEC to deregister and terminateits reporting obligations under the Exchange Act as soon as practicablefollowing June 4, 2007, the date when the revised SEC rules on deregistrationbecome effective. By operation of law, the deregistration will be effective 90days after the filing, unless the Form 15F is earlier withdrawn by the Company.The Company reserves the right to delay the filing of the Form 15F or withdrawthe Form 15F for any reason prior to its effectiveness. The Company intends to maintain its American Depositary Receipt facility withCitibank as a Level I programme. This means that the Company's ADSs will betraded on the over-the-counter market. Accordingly, the Company has notarranged for the listing of its ADSs or ordinary shares on another nationalsecurities exchange or for the quotation of its ADSs or ordinary shares in aquotation medium in the United States. The Company's ordinary shares willcontinue to trade on the London Stock Exchange. Keith Williams, Chief Financial Officer said: "British Airways will continue tocomply with the Combined Code on Corporate Governance and the UKLA ListingRules. As only three per cent of our shares are held in the ADS programme andthe average trading volume for the year ended 31 March, 2007 was less than fiveper cent, it no longer makes sense from a cost and administrative perspective tosubmit to the reporting obligations under the Exchange Act. This decision isentirely consistent with our strategy of simplification as it reduces cost andcomplexity without in any way detracting from the integrity of our governanceand control processes." The Company expects to continue to publish its Annual Report and Accounts andother documents and communications in accordance with Exchange Act Rule 12g3-2on its Investor Relations website www.bashares.com. The board has decided to delist from the NYSE and deregister under the ExchangeAct in accordance with the new SEC rules to reduce both the costs and complexityof complying with two sets of regulations that are substantively quite similar.This is in line with the company's strategy of simplification which it has beenpursuing since the Future Size and Shape programme was announced in 2002 andshould reduce its costs by around £10m annually (including £5m paid to externalparties). ends April 25, 2007 056/KG/07 Notes to editors: At the time of its privatisation in 1987, British Airways had its primarylisting on the London Stock Exchange and acquired secondary listings on the NewYork and Toronto Stock Exchanges. The company delisted from the Toronto StockExchange in December 2001. The NYSE listing brings with it an obligation to report the company's results inaccordance with US GAAP in addition to reporting in accordance withInternational Financial Reporting Standards. Earlier this month, the United States Securities and Exchange Commission ("SEC")published new rules enabling foreign issuers whose average trading volumes werelow to deregister. The British Airways ADS programme is very small, accountingfor less than three per cent of the issued share capital, and the averagetrading volume is below the five percent test laid down by SEC in the new rules. Certain information included in these statements is forward-looking and involvesrisks and uncertainties that could cause actual results to differ materiallyfrom those expressed or implied by the forward looking statements. Forward-looking statements include, without limitation, projections relating toresults of operations and financial conditions and the Company's plans andobjectives for future operations, including, without limitation, discussions ofthe Company's Business Plan programs, expected future revenues, financing plansand expected expenditures and divestments. All forward-looking statements inthis report are based upon information known to the Company on the date of thisreport. The Company undertakes no obligation to publicly update or revise anyforward-looking statement, whether as a result of new information, future eventsor otherwise. It is not reasonably possible to itemize all of the many factors and specificevents that could cause the Company's forward looking statements to be incorrector that could otherwise have a material adverse effect on the future operationsor results of an airline operating in the global economy. Information on somefactors which could result in material difference to the results is available inthe Company's SEC filings, including, without limitation the Company's Report onForm 20-F for the year ended March 2006. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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