lastminute.com today announces that it intends to voluntarily de-list from the Nasdaq National Market and terminate its American
Depositary Receipt facility, effective as of 20 August 2004. From that date forward, investors will no longer be able to trade
lastminute.com ADRs on Nasdaq. In addition, in due course,
lastminute.com intends to seek ways in which it can terminate its
reporting obligations under the US Securities Exchange Act.
lastminute.com today has given notice to Nasdaq to request that its
ADRs be de-listed effective as of 20 August 2004, and has given
notice to JPMorgan Chase Bank, the depositary for lastminute.com’s
ADR facility (the “Depositary”), that lastminute.com has elected to
terminate its ADR facility effective as of 20 August 2004.
lastminute.com today also has given notice to the Depositary to amend
the deposit agreement (the “Deposit Agreement”) among lastminute.com,
the Depositary and holders of ADRs to shorten the period from six
months to sixty days after the termination date for ADR holders to
exchange their lastminute.com ADRs for underlying common shares or,
failing which, to receive cash on their disposal by the Depositary.
Under the amended termination provisions set out in the Deposit
Agreement, holders of lastminute.com ADRs will be entitled to return
their ADRs at any time during the sixty day period beginning on 20
August 2004 and ending on 19 October 2004. ADRs submitted during
that period will be exchanged for the number of lastminute.com’s
underlying common shares represented by such ADRs, subject to
cancellation fees charged by the Depositary pursuant to the Deposit
Agreement. ADR holders who do not submit their ADRs for exchange by
the 19 October 2004 deadline will hold non-transferable securities.
For lastminute.com ADRs not submitted for exchange by 19 October
2004, the Depositary will as soon as practicable sell the underlying
lastminute.com common shares at the price that the Depositary can
obtain on the London Stock Exchange. The Depositary would then remit
the cash proceeds from the sale net of any applicable charges,
expenses, taxes or governmental charges to such ADR holders.
In reaching this decision, lastminute.com acknowledges the benefits
of significant US investment in the Company and does not wish to
prejudice the position of any US investors who wish to invest in the
Company. However, the Company’s ADR program accounts for a very small
percentage of the overall volumes of traded shares compared with the
level of ordinary shares traded on the London Stock Exchange.
lastminute.com believes that the majority of institutions have the
ability to invest in the more liquid ordinary shares listed on the
Company’s primary market.
In addition, along with many other European businesses, the Company
feels that existing and new forthcoming obligations set down for
companies having a US registration are becoming increasingly complex,
onerous and costly. The Company anticipates that the additional costs
of maintaining a US listing and registration will be approximately
£1.5m per annum. We believe this cost significantly outweighs the
benefits of having a small secondary market for its shares in a
market in which the Company has no direct business operations.