Cencosud S.A. announces the notification of the Voluntary Deregistration Program for American Depositary Receipts on the New York Stock Exchange
Cencosud S.A. ("Cencosud" or the "Company") announced today the deregistration program with NYSE, to which it notified on May 25, 2017, its intention to voluntarily delist its ADRs from the NYSE, in addition to its announcement on April 28, 2017, regarding its intention to delist from the NYSE, terminate its ADR facility, and deregister with the Securities and Exchange Commission. The following are the details of this information.
Reasons for Requesting Voluntary Deregistration of ADRs on the NYSE
In June 2012, Cencosud registered its ADRs on the NYSE for the convenience of foreign investors and to increase its capital-raising options. Since then, Cencosud has proactively disclosed information, complied with reporting obligations under the Securities Exchange Act of 1934 ("Exchange Act"), prepared consolidated financial statements in accordance with US Generally Accepted Accounting Principles, and established internal controls in accordance with the Sarbanes-Oxley Act of 2002.
Recently, the Company has implemented several initiatives to reduce its operating expenses. As the ADRs currently represent less than 1% of the total outstanding ordinary shares of the Company and given the high costs of maintaining the NYSE listing, Cencosud has decided to file a request for voluntary deregistration of its NYSE listing as part of its efforts to reduce operating expenses.
Exchanges Where Cencosud Will Maintain Its Listing
Cencosud will maintain its listing on the Santiago Stock Exchange, the Stock Exchange, and the Valparaíso Stock Exchange. The Company has not initiated any processes to deregister its ADRs, ADSs, or ordinary shares from any other US exchanges or to offer such instruments in any other trading medium.
Implementation of the Voluntary Deregistration Program for ADRs on the NYSE
- May 25, 2017 - Notification to the NYSE of the deregistration request
- June 6, 2017 (planned) - Filing of Form 25 with the Securities and Exchange Commission (SEC) to deregister from the NYSE
- June 19, 2017 (planned) - Effective date of deregistration from the NYSE
*This schedule, including expected dates, could be delayed if the SEC objects to deregistration, request a further review, or for other reasons.
Additional Information for ADR Holders
Cencosud has also instructed The Bank of New York Mellon as depositary ("BNYM") to terminate Cencosud's ADR facility. Therefore, in accordance with the deposit agreement, BNYM will provide a 30-day notice to all ADR holders. Before the termination of the deposit agreement, expected to occur on or around June 30, 2017, ADR holders have the right to surrender their ADRs to BNYM for cancellation, subject to payment of applicable fees, taxes, and charges as stated in the deposit agreement, and receive the underlying ordinary shares of Cencosud. After the termination of the deposit agreement, BNYM will discontinue the registration of ADR transfers and suspend the distribution of dividends to ADR holders. ADR holders should contact BNYM or, if their holding is through a bank, broker, or other nominee, contact such bank, broker, or nominee for any inquiries regarding the ADRs.
Future Plans
The Company's reporting obligations under the corresponding US securities laws will continue until the deregistration and termination of the ADR facility. Once the necessary conditions for deregistration under US securities laws are met, Cencosud intends to terminate its reporting obligations under those laws and eliminate all classes of its registered securities. The Company intends to provide further information in the future regarding the deregistration and reporting obligations.
Cencosud reserves the right, for any reason, to delay this request, withdraw it before it becomes effective, or otherwise change its plans regarding the deregistration, termination of the ADR facility, and deregistration and termination of reporting obligations in any manner.
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