UBS AG announces intention to apply to delist its shares from the New York Stock Exchange and the SIX Swiss Exchange
Zurich/Basel, 17 December 2014 – The board of directors of UBS AG has resolved to apply to delist the UBS AG shares from the New York Stock Exchange (“NYSE”). It has also resolved to apply to delist UBS AG shares from the SIX Swiss Exchange, with the delisting conditional upon the completion of either a SESTA squeeze-out procedure or, if applicable, a squeeze-out merger.
The board of directors of UBS AG authorized these actions in connection with the ongoing implementation of a plan to establish UBS Group AG as the group holding company. This decision follows the share-for-share exchange offer and subsequent private exchanges with various shareholders and banks in Switzerland and elsewhere outside the United States, through which UBS Group AG has acquired 96.68% of UBS AG shares.
In accordance with rules of the U.S. Securities and Exchange Commission (the “SEC”) and the rules of the NYSE, UBS AG is today providing a written notice to the NYSE of its intent to delist its shares. UBS AG also intends to file a Form 25 in January 2015 with the SEC to effect the delisting. Delisting from the NYSE pursuant to the Form 25 is expected to become effective in January 2015.
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- to legal entities which are qualified investors as defined in the Prospectus Directive;
- to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or
- in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of UBS Group shares shall result in a requirement for UBS Group to publish a prospectus pursuant to Article 3 of the Prospectus Directive.