ROSH
HA'AYIN , Israel, Jan. 26,
2023 /PRNewswire/ -- Partner Communications
Company Ltd. ("Partner" or "the Company") (NASDAQ: PTNR) (TASE:
PTNR), a leading Israeli communications
operator, announced that it intends to voluntarily delist
its American Depositary Shares ("ADSs") from the NASDAQ
Global Select Market ("NASDAQ") and concentrate its share
trading on one single exchange, the Tel Aviv Stock Exchange
("TASE"). Following the effectiveness of the delisting
from NASDAQ, the Company intends to deregister and terminate its
reporting obligations with the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934, as
amended ("US Exchange Act"). The Company will maintain the
current listing of its shares on TASE, which will become Partner's
only official stock exchange listing.
The Board of Directors of the Company has determined after
extensive consideration that its current dual listing structure,
whereby its ADSs are traded on NASDAQ, in addition to the
trading of its ordinary shares on TASE, is unnecessary in today's
increasingly globalized trading environment, where investors have
access to securities in international markets, regardless of where
they are listed. Since the vast majority of its equity securities
trade on TASE and its operations are substantially all carried out
in Israel, it would be prudent for
the Company to terminate its listing on NASDAQ. By maintaining one
single listing on TASE, the Company will be able to focus even
further on its business development, while reducing the costs and
challenges to the Company of maintaining a listing in the United States, where the Company's
operations are not focused.
With the single listing in Tel
Aviv, the Company will be subject to TASE's listing rules
and the Israeli Securities Law, 5728-1968, its regulations and
Israeli Securities Authority's reporting requirements and the high
standards of corporate governance prevalent in Israel. The Company's strategy, its operations
and its ability to grow its business will not change as a result of
the Company concentrating its share trading on a single
exchange.
The Company anticipates that it will file with the SEC a Form 25
relating to the delisting of its ADSs from trade on NASDAQ on or
about February 6, 2023. As a result,
the Company expects that the last day of trading of its ADSs on
NASDAQ will be no earlier than February 15,
2023. The change to a sole listing on TASE is intended to be
effected upon the U.S. delisting, no earlier than February 16, 2023.
In addition, the Company intends to terminate the registration
of its securities and its reporting obligations under the US
Exchange Act. For this purpose, the Company intends to file
with the SEC a Form 15F on or about February
16, 2023. Upon such filing, the Company's reporting
obligations with the SEC will be suspended immediately. The
termination of the Company's registration and reporting obligations
is expected to become effective no later than 90 days after such
filing if there are no objections from the SEC.
No action is required to be taken by ADSs investors at this
time. Until such time as the Company may consider terminating its
American Depositary Receipt (ADR) program, the ADR program will be
maintained by the Depositary, Citibank, N.A. in the U.S. The
Company anticipates that following the delisting from NASDAQ, the
ADSs will be available for trade in the U.S. Over-The-Counter (OTC)
market.
Forward-looking Statements
This press release includes forward-looking statements, as this
term is defined in Section 27A of the US Securities Act of 1933, as
amended, Section 21E of the US Securities Exchange Act of 1934, as
amended, and the safe-harbor provisions of the US Private
Securities Litigation Reform Act of 1995. Words such as "will",
"believe", "anticipate", "expect", "intend", "strive", "seek",
"plan", "could", "may", "foresee", "target", "objective", "goal",
declensions thereof and similar expressions typically convey
forward-looking statements, but these words are not the only words
that convey these statements. Said forward-looking statements
include those relating to the intention to delist and deregister
and execution thereof and the availability for trade of the ADSs on
the OTC. We have based these forward-looking statements on our
current knowledge and our present beliefs and expectations
regarding possible future events. These forward-looking statements
are subject to risks, uncertainties and assumptions as a result of
which actual results may differ materially from those expressed or
implied by such forward-looking statements, including a risk of
delay in the delisting or deregistration and the risk that the ADSs
will not be available to trade on the OTC market following
delisting from NASDAQ. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
About Partner Communications
Partner Communications Company Ltd. is a leading Israeli
provider of telecommunications services (cellular, fixed-line
telephony, internet and television services). Partner's ADSs are
quoted on the NASDAQ Global Select Market™ and its shares are
traded on the Tel Aviv Stock Exchange (NASDAQ and TASE: PTNR).
For more information about Partner
see: http://www.partner.co.il/en/Investors-Relations/lobby
Contact:
Miri
Takutiel
Chief Financial
Officer
Tel: +972
(50) 677-7116
E-mail:
miri.takutiel@partner.co.il
|
Amir
Adar
Head of Investor
Relations & Corporate Projects
Tel: +972 (54)
781-5051
E-mail:
investors@partner.co.il
|
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SOURCE Partner Communications Company Ltd.