ADR Termination & Delisting
Mitchells & Butlers PLC
13 April 2005
13 April 2005
Mitchells & Butlers plc
Termination of ADR Programme and NYSE Delisting
Mitchells & Butlers plc ('MAB') today announces that it intends to terminate its
American Depositary Receipt ('ADR') programme on July 19, 2005 and to delist
voluntarily from the New York Stock Exchange. ADR holders will be able to
exchange their ADRs for ordinary shares in accordance with the timetable shown
below.
Rationale for Delisting and Termination of ADR Programme
- ADRs represent a very small proportion of MAB's equity: as of close of
business on April 8, 2005, only 1.2% of MAB's issued equity is held in ADR
form
- ADR trading volumes are very low: less than 0.7% of the Company's shares
traded over the three months to the end of March, 2005 were represented by
ADRs
- The majority of US shareholdings in MAB are represented by ordinary shares
acquired through the London Stock Exchange
- The Company does not carry out any business in the US
Given the relatively low participation in the ADR programme, MAB does not
believe that the benefits to the Company of maintaining the programme and NYSE
listing justify the additional administration.
On-going Investor Relations
The Company's contact with investors will be unaffected by the termination and
delisting. MAB intends to maintain a high level of communication and best
practice disclosure for all shareholders, including US based investors.
The termination of the ADR programme and delisting from NYSE will not affect the
listing of MAB's ordinary shares on the London Stock Exchange.
SEC Registration
Notwithstanding the delisting, MAB's registration under the US Securities
Exchange Act of 1934 ('the Exchange Act') remains in effect and MAB will
continue to comply with its obligations, including the filing of Annual Reports
on Form 20-F. However, in view of the increasing costs of maintaining a US
registration for non-US companies, MAB does intend to examine ways in which it
may terminate its Exchange Act registration in due course.
Process for Termination of ADR programme and De-Listing
MAB has given notice to The Bank of New York ('BNY'), the depositary for its ADR
programme, to terminate the ADR programme. At MAB's request, from close of
business on April 18, 2005 BNY will cease to issue new ADRs and will withdraw
the registration statement on Form F-6 with respect to unissued ADRs in the ADR
facility on April 19, 2005. MAB and BNY have also agreed to amend the Deposit
Agreement between MAB, BNY and holders of the MAB ADRs to shorten the period
after termination of the Deposit Agreement, during which ADR holders may
exchange their MAB ADRs for underlying ordinary shares, from one year to 60
days.
From 17:00 (Eastern Standard Time) on July 19, 2005, MAB ADRs will no longer be
transferable. Holders will, however, be entitled to surrender their MAB ADRs to
BNY before 17:00 (Eastern Standard Time) on September 16, 2005 and request
delivery of the underlying MAB ordinary shares. Such holders will receive their
MAB ordinary shares net of applicable fees and expenses and subject to
applicable taxes and governmental charges.
From September 19, 2005, BNY will use reasonable efforts to sell all remaining
underlying MAB ordinary shares and will hold the net proceeds for the benefit of
holders who have not yet surrendered their ADRs. Holders of ADRs on or after
September 19, 2005 may surrender their ADRs to BNY at any time and will receive
the proceeds of the sale of the underlying MAB ordinary shares represented by
their ADRs, net of applicable fees and expenses and subject to any applicable
taxes and governmental charges.
BNY will shortly write to registered holders of MAB ADRs in relation to the
termination of the programme and will provide information on how to proceed.
Expected Timetable
April 19, 2005 - Withdrawal of registration statement on Form F-6
July 19, 2005 - Termination of MAB's ADR programme
On or about Aug - Termination of NYSE listing
9, 2005
(subject to SEC approval)
Sept 16, 2005 - Deadline for holders to exchange their MAB ADRs for
underlying ordinary shares in MAB
On or after Sept - Remaining holders may tender ADRs for net cash receipt after
19, 2005 expenses.
For further information please contact:
Bank of New York - ADR queries 1 888 BNY ADRS (1 888 269 2377)
Mitchells & Butlers - Investor Relations Kate Holligon
44 121 498 5092
Mitchells & Butlers - Media Simon Ward
44 121 498 5795
Finsbury Group - Media James Murgatroyd
44 207 251 3801
Notes to Editors:
- Mitchells & Butlers (MAB) is the leading operator of managed pubs, owning and
operating approximately 2,000 high quality pubs in prime locations throughout
the UK
- MAB's ADR programme was established in April 2003 as part of the arrangements
for the separation of the Company and InterContinental Hotels Group PLC from
Six Continents PLC. Initially, the MAB programme consisted of 44 million ADRs.
This has subsequently declined to 6.1 million
- Trading in MAB's ADRs represents less than 1% of trading in MAB shares on the
London Stock Exchange
-ENDS-
This information is provided by RNS
The company news service from the London Stock Exchange
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