Subsea 7 S.A. to Voluntarily Deregister with the Securities and Exchange Commission (SEC)
01 March 2012Subsea 7 SA is to voluntarily deregister with the Securities and Exchange Commission (SEC) Luxembourg.
Subsea 7 SA announced today that following the delisting of the Company's ADRs from NASDAQ on March 7, 2011 the Company intends to make the necessary filings with the Securities and Exchange Commission (SEC) on March 8, 2012 to voluntarily deregister and terminate its reporting obligations under the Securities Exchange Act of 1934. The Company's SEC reporting obligations will be immediately suspended on March 8, 2012 and therefore, the Company will not be required to file an Annual Report on Form 20-F for the 2011 fiscal year which ended on December 31, 2011. Deregistration is expected to be final and effective on June 7, 2012.
US trading volumes over the past 12 months accounted for less than 3% of the worldwide trading volume of the Company's shares. Considering the relatively limited trading volume in the US, the Company believes that the costs and expenses associated with maintaining a dual listing, including SEC reporting obligations, outweigh the benefits of continuing its US listing and registration.
The Company intends to maintain its American Depositary Receipt (ADR) facility with Deutsche Bank as a Level 1 ADR programme, whereby the Company's American Depositary Shares (ADS) will continue to trade in the US over-the-counter market. Each Subsea 7 ADR represents one Subsea 7 ADS. As at January 31, 2012 there were 16,245,253 ADSs in issue. The Company's common shares will continue to trade on the Oslo BÝrs.
The Company will continue to prepare its consolidated financial statements in accordance with International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards Board ('IASB') and as adopted by the European Union ('EU'), and will continue to publish and disseminate its financial statements and announcements including Oslo BÝrs filings, statements and other announcements as well as other information for investors in English via the OAM service in Luxembourg, the Oslo BÝrs News Service, as well as via the Company's website: www.subsea7.com