11th Dec 2007 14:00
Wolseley PLC11 December 2007 NEWS RELEASE Wolseley plc ------------ Wolseley to delist from New York Stock Exchange, deregister from the Securities and Exchange Commission and move from full listing to Level I ADR Wolseley plc (the "Company"), the world's largest specialist trade distributorof plumbing and heating products to professional contractors and a leadingsupplier of building materials, today announces its intent to delist itsAmerican Depositary Receipts ("ADRs") and deregister the Company from the NewYork Stock Exchange ("NYSE") and terminate its reporting obligations under theSecurities Exchange Act of 1934 (the "Exchange Act"). The Company intends to maintain its ADR facility as a Level I ADR programme.This means that the Company's ADRs will be traded on the US over-the-countermarket (known as International OTCQX). Accordingly, Wolseley has not arrangedfor the listing of its ADRs or ordinary shares on another national securitiesexchange or for the quotation of its ADRs or ordinary shares in a quotationmedium in the United States. The Company's ordinary shares will continue totrade on the London Stock Exchange. Wolseley intends to file Form 25 with the Securities and Exchange Commission("SEC") on 21 December 2007 to effect this delisting. The delisting is expectedto be effective 10 days after the filing (31 December 2007). The Company alsointends to file Form 15F with the SEC to deregister and terminate its reportingobligations under the Exchange Act. By operation of law, the deregistration willbe effective 90 days after the filing, unless the Form 15F is earlier withdrawnby the Company or is denied by the SEC. The Company reserves the right to delaythe filing of Forms 15F and 25 or to withdraw them for any reason prior to theireffectiveness. Steve Webster, Chief Financial Officer said: "This decision is entirelyconsistent with our objective of simplification as it reduces costs andcomplexity without in any way detracting from the integrity of our governanceand control procedures. The process of deregistering has been simplifiedfollowing the new rules introduced by the SEC in June of this year. As only around one per cent of our shares are held in the ADR programme and theaverage trading volume for the year ended 31 July 2007 was less than one percent, we do not believe it is appropriate from a cost and administrativeperspective to continue with the reporting obligations under the Exchange Act.Our business strategy remains the same and North America is, and will continueto be, a key market for Wolseley; it currently accounts for approximately 50% ofGroup revenue." Wolseley expects its move from a full listing to a Level I ADR to result inannual savings of £4M. The Company will continue to comply with the CombinedCode on Corporate Governance and the UKLA Listing Rules. The Company alsoexpects to continue to publish its Annual Report and Accounts and otherdocuments and communications in accordance with Exchange Act Rule 12g3-2 on itswebsite www.wolseley.com. --------------------------------------------------------------------------------ENQUIRIES: Analysts/Investors: Guy Stainer +44 (0)118 929 8744Group Investor Relations Director +44 (0)7739 778187 John English +1 513 771 9000Vice President, Investor Relations, North America +1 513 328 4900 Media: Mark Fearon +44 (0)118 929 8787Director of Corporate Communications Brunswick +44 (0)20 7404 5959Andrew FenwickKate Miller Notes to Editors Wolseley plc is the world's largest specialist trade distributor of plumbing andheating products to professional contractors and a leading supplier of buildingmaterials in North America, the UK and Continental Europe. Group revenue for theyear ended 31 July 2007 was approximately £16.2 billion and operating profit,before amortization and impairment of acquired intangibles, was £877 million.Wolseley has around 77,000 employees operating in 28 countries namely: UK, USA,France, Canada, Ireland, Italy, The Netherlands, Switzerland, Austria, CzechRepublic, Hungary, Belgium, Luxembourg, Denmark, Sweden, Finland, Norway, SlovakRepublic, Poland, Romania, Croatia, San Marino, Panama, Puerto Rico, Trinidad &Tobago, Mexico, Barbados and Greenland. Wolseley is currently listed on theLondon and New York Stock Exchanges (LSE: WOS, NYSE: WOS) and is in the FTSE 100index of listed companies. Certain information included in this release is forward-looking and involvesrisks and uncertainties that could cause actual results to differ materiallyfrom those expressed or implied by forward looking statements. Forward-lookingstatements include, without limitation, projections relating to results ofoperations and financial conditions and the Company's plans and objectives forfuture operations, including, without limitation, discussions of expected futurerevenues, financing plans and expected expenditures and divestments. Allforward-looking statements in this release are based upon information known tothe Company on the date of this report. The Company undertakes no obligation topublicly update or revise any forward-looking statement, whether as a result ofnew information, future events or 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 international Group such as Wolseley. Information on somefactors which could result in material difference to the results is available inthe Company's SEC filings. -- ENDS -- This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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