MOL Global, Inc. Announces NASDAQ Delisting and Deregistration
13 April 2016 - 4:02PM
MOL Global, Inc. (Nasdaq:MOLG) ("MOL" or the "Company"), a leading
e-payment enabler for online goods and services in emerging and
developed markets, announced today its intention to allow its
American Depositary Shares (“ADSs”) to be delisted from the NASDAQ
Global Select Market (“NASDAQ”) and voluntarily effect
deregistration under the Securities Exchange Act of 1934, as
amended (the "Exchange Act).
On October 5, 2015, the Company received a
non-compliance letter from NASDAQ notifying the Company that it no
longer met the minimum bid price of $1.00 per ADS required for
continued listing on NASDAQ. The Company was initially granted the
opportunity to submit a plan to cure the deficiency and regain
compliance by April 4, 2016 (the “first compliance period”).
Subsequent to the first compliance period, the Company received
another letter from NASDAQ dated April 7, 2016 giving the Company
additional time to consider making an application before April 14,
2016 to apply for a second compliance period to regain compliance.
However, the Company, having considered all available options,
decided that it will not submit such a plan and will instead allow
the ADSs to be delisted from NASDAQ and seek to deregister its ADSs
under the Exchange Act. As a result, trading of the Company’s ADSs
will be suspended on April 18, 2016. NASDAQ is expected to
file a Form 25, Notification of Removal from Listing and/or
Registration under Section 12(b) of the Securities Exchange Act of
1934 with the SEC in connection with the official delisting of the
ADSs and the official delisting of the ADSs will become effective
approximately 10 days thereafter.
The decision to allow the ADSs to be delisted
from NASDAQ and to seek deregistration under the Exchange Act was
taken following the Company’s review and careful consideration of
several factors including the non-compliance letters received from
NASDAQ for the continued listing requirements, the ongoing listing,
legal, administrative and additional accounting costs, the
inordinate amount of executive time and Company resources consumed
in regulatory compliance obligations which the Company considered
would be better spent developing the business to drive better
financial results and the lack of investor interest as shown in the
low daily trading volumes of the ADSs on NASDAQ. The Company's
board of directors determined that delisting and deregistration are
in the overall best interests of the Company and its
stockholders.
Following delisting, the Company’s ADSs may be
quoted on the OTC Market Group’s OTC Pink marketplace
(http://www.otcmarkets.com/marketplaces/otc-pink), an electronic
quotation service for over-the-counter securities. However, there
can be no assurance that any market maker or broker will make a
market in the ADSs.
At least ten days after the effective date of
the delisting, the Company will be eligible to file Form 15 with
the SEC to deregister under Section 12(g) of the Exchange Act and
suspend its reporting obligations pursuant to Section 15(d) of the
Exchange Act, provided it has fewer than 300 holders of record (as
such term is used in the Exchange Act) at the time of such
filing. Based on information provided by the ADS depositary
and the Company's corporate records, the Company currently has
fewer than 300 holders of record. To the extent the Company
continues to have fewer than 300 holders of record on a date that
is at least ten days after the effective date of the delisting, the
Company intends to file Form 15 with the SEC. Upon the filing of
Form 15 the Company's reporting obligations under the Exchange Act
will be suspended with immediate effect. Ninety days after
the filing of Form 15 the Company will no longer be subject to the
requirements of the Exchange Act so long as the Company continues
to have fewer than 300 holders of record.
About MOL Global, Inc.
MOL Global, Inc. (NASDAQ:MOLG) is a leading e-payment enabler
for online goods and services in emerging and developed markets.
MOL operates a payments platform that connects consumers with
digital content providers, telecommunications service providers and
online merchants by providing a vast network of distribution
channels that accepts cash and online payment methods. Its physical
distribution network comprises more than 970,000 locations in 11
countries across four continents. The Company also has mobile
payment channels, electronic distribution channels that accept
major credit cards and online banking from more than 100 banks. For
more information, please visit ir.mol.com.
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates," "confident," "target," "going forward" and
similar statements. Among other things, our strategic and
operational plans contain forward-looking statements. We may also
make written or oral forward-looking statements in our periodic
reports to the U.S. Securities and Exchange Commission, in our
annual report to ADS-holders, in press releases and other written
materials and in oral statements made by our officers, directors or
employees to third parties. Statements that are not historical
facts, including statements about our beliefs and expectations, are
forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties. A number of factors could cause
actual results to differ materially from those contained in any
forward-looking statement, including but not limited to the
following: our growth strategies; our future business development,
including development of new products and services; our ability to
attract and retain users and customers; competition in each of the
markets in which we operate; changes in our revenues and certain
cost or expense items as a percentage of our revenues; and the
expected growth of the e-payment market and the number of e-payment
users. Further information regarding these and other risks is
included in our filings with the Securities and Exchange
Commission. We do not undertake any obligation to update any
forward-looking statement, except as required under applicable law.
All information provided in this press release and in the
attachments is as of the date of the press release, and we
undertake no duty to update such information, except as required
under applicable law.
MOL Global, Inc.
Charles Tan
Email: IR@mol.com
For more information, visit the web site at ir.mol.com
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