May 25 2007
SGL Carbon AG, the parent company of the SGL Group – The Carbon Company –, announces its decision to voluntarily delist its American Depositary Receipts (ADRs) from the New York Stock Exchange effective June 22, 2007 and to terminate its ADR program effective June 25, 2007. Under the new SEC rules which will become effective June 4, 2007, delisting is a prerequisite for deregistration from the reporting obligations under the US Securities Exchange Act of 1934.
Already on March 26, 2007, SGL Carbon AG announced its intention to deregister as soon as possible. Following the new SEC rules, after the termination of the ADR program and a 12 months period, the deregistration will be effective on June 30, 2008, provided U.S. average daily trading volume in its shares and ADRs is 5% or less of worldwide trading at that time. This level is currently slightly exceeded.
SGL Group has considered the costs and benefits of continuing its Exchange Act registration and believes that delisting and deregistration is in the best interests of shareholders. The Company also does not believe that the relatively small proportion of trading that takes place in the form of ADRs economically justifies maintaining an ADR program.
Holders may cancel their ADRs, free of any cancellation charge, and receive ordinary shares at any time prior to August 24, 2007. The shares underlying any ADRs remaining after this date will be sold for the account of the ADR holders.