BG Group to Delist from NYSE
BG Group plc (LSE BG.L, NYSE BRG) intends to delist from the New York Stock Exchange (NYSE) and to deregister and terminate its reporting obligations under the Securities Exchange Act of 1934.
The Group will provide written notice to the NYSE of its intention to delist. It intends to file a Form 25 with the Securities and Exchange Commission (SEC) during September 2007 to effect the delisting. The delisting is expected to be effective 10 days after this filing. The Group also intends to file a form 15F with the SEC to deregister and terminate its reporting obligations under the Securities Exchange Act before the end of September 2007. Deregistration will be effective 90 days after the filing, unless the Form 15F is earlier withdrawn by the Group or is denied by the SEC.
The company reserves the right to delay the filing of Forms 15F and 25 or to withdraw them for any reason prior to their effectiveness.
BG Group intends to maintain its American Depositary Receipt (ADR) facility with JP Morgan as a Level 1 program. This means the Group's American Depositary Shares (ADSs) will be traded on the U.S. over-the-counter market tier known as International OTCQX. Accordingly, the Group has not arranged for the listing of its ADSs or ordinary shares on another national securities exchange or for the quotation of its ADSs or ordinary shares in a quotation system in the U.S. The Group's ordinary shares will continue to trade on the London Stock Exchange.
BG Group Chief Financial Officer Ashley Almanza said: "This move will reduce costs and complexity without in any way detracting from our standards of governance and control. As less than 3 percent of our shares are held through the ADR program, it no longer makes sense from a cost and administrative perspective to maintain our SEC registration and NYSE listing. BG Group will continue to comply with the Combined Code on Corporate Governance and the UK Listing Authority (UKLA) Listing, Disclosure and Transparency Rules and to maintain quarterly reporting. The Group will also continue to use the SEC definition of proved reserves to report its proved oil and gas reserves in its Annual Report and Accounts."
BG Group expects to continue publishing its Annual Report and Accounts and other documents and communications in accordance with Exchange Act Rule 12g3-2(b) on its website www.bg-group.com
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