Important Information for US Residents
IMPORTANT INFORMATION FOR US RESIDENTS
Residents in the United States should be aware that United Business
Media Limited's ordinary shares were voluntarily delisted from the
NASDAQ national market and its American Depositary Receipt
programme terminated on 22 March 2005. In addition on 6 February
2006 United Business Media filed notification with the US
Securities and Exchange Commission (SEC) terminating the
registration of its ordinary shares under the US Securities
Exchange Act of 1934 (Exchange Act). Termination of United Business
Media's SEC registration is expected to take effect on 7 May 2006
or within such shorter period as the SEC may determine.
On filing of this notification, the company's obligations to file certain forms and reports with the SEC under the Exchange Act were suspended. Accordingly, the company does not expect to file a Form 20F for the year ended 31 December 2005 or any further periodic reports on SEC Form 6-K. In addition, the company will no longer publish a reconciliation to US generally accepted accounting principles of its financial statements, which have been prepared in accordance with International Financial Reporting Standards starting with the financial year commencing 1 January 2005. From now on, US resident shareholders will be able to access only those reports which the company prepares and publicly discloses in accordance with London Stock Exchange and English law requirements in order to obtain information on the company.
At its annual general meeting held on 12 May 2005,shareholders approved an amendment to the company's articles of association giving the company's directors the ability to limit the number of US residents holding United Business Media Limited ordinary shares. The directors are able to require US shareholders, whether holding directly or through nominees, to sell their shares in order to be satisfied that the number of US resident holders of ordinary shares is less than 300. Under current rules, the number of US shareholders must remain below the 300 limit at each financial year-end of the company to avoid re-commencement of SEC reporting requirements.
On 23 December 2005, the SEC published a proposed rule that introduces new criteria to make it easier for foreign private issuers such as United Business Media Limited to deregister from the SEC. Finalisation of this proposed rule may take several months and it is not possible to be certain what form any new criteria will finally take. It is possible the new criteria will not require the company to maintain the number of its US resident holders or ordinary shares at below 300 at each financial year-end in order to avoid re-commencement of SEC obligations. The company will keep the position under review.
Neither this statement nor any information contained on this website is intended to constitute or should be construed as a recommendation to, or not to, invest or deal in the securities of United Business Media Limited, and nothing contained on this website is intended to constitute or should be construed as investment, tax, legal or other advice. We strongly recommend that you seek independent advice before making any decisions in respect of the securities of United Business Media Limited.
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