Gazit-Globe Files Form 15F to Deregister in the U.S. Under the Securities Exchange Act of 1934
08 März 2019 - 4:45PM
Gazit-Globe Ltd. (NYSE and TASE: GZT) (“
Gazit” or
the “
Company”), a leading global real estate
company focused on the ownership, management and development of
retail and mixed use properties in major urban markets in North
America, Brazil, Israel, Northern, Central and Eastern Europe,
announced today that it has filed a Form 15F with the United States
Securities and Exchange Commission (the “
SEC”) for
the purpose of deregistering and terminating its reporting
obligations under Section 13(a) and Section 15(d) of the Securities
Exchange Act of 1934, as amended (the “
Exchange
Act”), with respect to its ordinary shares.
Gazit expects that the Exchange Act
deregistration and the termination of its duty to file reports will
become effective 90 days after the filing of the Form 15F with the
SEC. However, as a result of this filing, Gazit's reporting
obligations to the SEC, including its obligations to file annual
reports on Form 20−F and reports of foreign private issuer on Form
6−K, will immediately be suspended.
Today’s filing follows upon the
previously-announced voluntary delisting by Gazit of its ordinary
shares from the New York Stock Exchange (the
“NYSE”), which was effective as of the close of
trading yesterday (March 7, 2019).
Despite the delisting, deregistration and
termination of reporting, Gazit’s ordinary shares will continue to
be listed and trade on the Tel Aviv Stock Exchange (the
“TASE”) under the symbol “GZT”. Gazit’s annual
report, financial statements and periodic press releases will also
continue to be available on Gazit's website at
http://www.gazitglobe.com.
Gazit remains committed to its U.S. investors
and will retain high standards of corporate governance required
under the TASE rules and Israeli law and will continue to provide
comprehensive and transparent financial reporting to the Israel
Securities Authority and the TASE.
U.S. holders of Gazit’s ordinary shares should
contact the Company’s registrar and transfer agent in the United
States, American Stock Transfer & Trust Company, LLC, at (718)
921-8124 (for callers from outside the US) or 1-800-937-5449 (for
callers within the US) for further information or assistance in
transferring shares from the NYSE to the TASE.
About Gazit
Gazit Globe is a leading global real estate
company focused on the ownership, management and development of
retail and mixed use properties in North America, Brazil, Israel,
northern, central and Eastern Europe, located in urban growth
markets. Gazit Globe is listed on the New York Stock Exchange
(NYSE: GZT) and the Tel Aviv Stock Exchange (TASE: GZT) and is
included in the TA-35 index in Israel. As of September 30, 2018,
Gazit Globe owns and operates 101 properties, with a gross leasable
area of approximately 2.5 million square meters and a total value
of approximately NIS 38.6 billion. In addition, as of September 30,
2018, Gazit Globe owned 31.3% of First Capital Realty Inc.
Cautionary Note Re: Forward-Looking
Statements:
This press release includes certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include all statements that are not statements of
historical fact. Forward-looking statements herein include those
statements regarding Gazit’s ability to execute its operating plan
and future financial performance and any other statements that are
not statements of historical fact. These statements may be
identified, without limitation, by the use of forward-looking
terminology such as “anticipates”, “expects,” “will” or comparable
terms or the negative thereof. Such statements are based on
management’s current estimates, assumptions that management
believes to be reasonable, and currently available competitive,
financial, and economic data as of the date hereof. Forward-looking
statements are inherently uncertain and subject to a variety of
events, factors and conditions, many of which are beyond the
control of Gazit and not all of which are known to Gazit,
including, without limitation, Gazit’s ability to realize
anticipated cost savings from its delisting and deregistration, its
ability to timely and effectively implement its delisting and
deregistration, adverse effects on share price and liquidity
following Gazit’s deregistration, as well as more general business
and financial risks such as those risk factors described from time
to time in Gazit’s reports filed with or furnished to the SEC, ISA
and TASE. Investors should keep in mind that Gazit’s financial
results in any particular period may not be indicative of future
results. Gazit is under no obligation to, and expressly disclaims
any obligation to, update or alter its forward-looking statements,
whether as a result of new information, future events, changes in
assumptions or otherwise, except as required by law.
Investors Contact: IR@gazitgroup.com, Media Contact:
PR@gazitgroup.comGazit Globe Headquarters, Tel-Aviv, Israel, Tel:
+972 3 6948000
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