PGS to Delist American Depository Shares from the NYSE
Petroleum Geo-Services ASA (OSE:PGS) (NYSE:PGS) intends to delist its American Depositary Shares (ADSs) voluntarily from the New York Stock Exchange ("NYSE") and to terminate its registration and reporting obligations under Sections 12(g) and 15(d) of the Securities Exchange Act of 1934. The delisting and deregistration would not become effective prior to the Company's extraordinary dividend, expected to be paid on or about July 10, 2007, that was approved by the Company's shareholders at the annual general meeting held on June 15.
PGS has not arranged for listing of its ADSs or the underlying ordinary shares on any other U.S. national exchange. However, PGS currently intends to keep its American Depositary Receipt ("ADR") program in place, which is maintained with Citibank. Each ADR represents one ordinary share of the Company. Holders of ADRs may at any time surrender their ADRs under the Deposit Agreement and receive ordinary shares represented by such ADRs upon payment of any applicable fees, taxes or other charges. Delivery of such shares will be made through Verdipapirsentralen ("VPS"), the Norwegian centralized registry of securities.
After the delisting from the NYSE, the Company's ADSs are expected to be quoted, subject to the interest of market makers, on the Pink Sheets. Pink Sheets is a centralized quotation service that collects and publishes market maker quotes for over-the-counter securities in real time.
PGS' rationale for the delisting and deregistration is based primarily on the following factors:
--the Company's ordinary shares are actively listed and traded on the Oslo Stock Exchange, and substantially all of the trading of the Company's shares occurs outside of the United States; --the trading and liquidity of the ADSs on the NYSE has declined significantly over time and is currently limited; --with the increased sophistication and transparency of the capital markets worldwide, the Company believes that the value of maintaining a dual listing in the United States and Norway is reduced; and --particularly after the Company's adoption of International Financial Reporting Standards in 2007, the Company believes that the cost and complexity of maintaining dual listing and satisfying multiple financial reporting obligations outweigh the value of maintaining such dual listing and multiple reporting regimes.
PGS emphasizes that a delisting would not imply a reduced focus on the Company's international shareholders or a reduced focus on its international or U.S. markets. PGS intends to continue its strong focus on corporate governance, transparency and internal controls subsequent to effectiveness of the NYSE delisting and SEC deregistration.
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