AXA today announced its intention to voluntarily delist its American Depositary Shares (“ADS”) from the New York Stock Exchange (“NYSE”) and to voluntarily deregister with the U.S. Securities and Exchange Commission (“SEC”).
As a result, AXA intends to file a Form 25 with the NYSE during the first quarter of 2010 to effect the delisting. The delisting will be effective ten days after this filing. Following the effectiveness of the delisting from the NYSE, AXA intends to file a Form 15F with the SEC to deregister and terminate its reporting obligations under the Exchange Act. The Form 15F and deregistration will also relate to the following debt securities issued by AXA: 8.60% USD Subordinated Notes due December 15, 2030, 6.75% Euro Subordinated Notes due December 15, 2020 and 7.125% GBP Subordinated Notes Due December 15, 2020. The deregistration is expected to become effective within 90 days after the filing of the Form 15F.
AXA’s delisting and deregistering will focus trading of its ordinary shares on AXA’s primary trading market (EuroNext Paris) which accounts for over 95% of worldwide trading volume. The delisting and deregistration will have no impact on the listing of AXA on Euronext Paris.
AXA intends to maintain its US ADR program as a “level one” program which will permit AXA’s current ADR holders and other US investors to continue holding and trading AXA ADRs in the US over-the-counter market.
Henri de Castries, Chairman of the Management Board of AXA, said, “The Group has derived a number of important benefits from its NYSE listing since 1996 including the financial reporting discipline we have achieved thanks to our Sarbanes 404 program and we intend to ensure that this discipline is maintained with an annual program to test the effectiveness of our internal controls going forward. Trading volumes and liquidity on the NYSE, however, have not developed to the level we had hoped when we initially listed. Since 1996, trading volume on the NYSE has represented a small portion of the Group’s global trading volume (currently less than 5%) and the market has not developed sufficient liquidity to be attractive for most institutional investors who continue to prefer the liquidity of our primary trading market on Euronext Paris. After considering all the pros and cons very carefully, we came to the conclusion that this decision is the right move for the Group at this stage in its evolution because the burdens of maintaining our listing and registration seem disproportionate to the benefits we have derived.”
AXA will also continue to publish its annual reports and other financial communications in both English and French which will be available to US ADR holders and other investors through AXA’s website (www.axa.com).
AXA’s decision to delist from the NYSE and deregister with the SEC does not call into question in any way the Group’s strategic vision for the US which has been one of the Group’s core markets for nearly 20 years and which will remain one of its core markets going forward.