SUGAR
LAND, Texas, Nov. 14,
2024 /PRNewswire/ -- Noble Corporation plc
("Noble", the "Company") (NYSE: NE, CSE: NOBLE)
announces that today, Noble has submitted a request for the
voluntary removal of its shares (in the form of share entitlements)
(the "Danish Shares") from trading and official
listing on Nasdaq Copenhagen A/S ("Nasdaq Copenhagen") (the "Delisting")
pursuant to Rule 22(ii) of Supplement A of the Nordic Main Market
Rulebook for Issuers of Shares. If Nasdaq Copenhagen accepts the
request for voluntary delisting, Noble expects the Delisting to
occur by mid-December 2024.
The request for the Delisting will not affect Noble's listing on
the New York Stock Exchange and Noble will remain traded on the New
York Stock Exchange as Noble's primary listing exchange.
Background for applying for the Delisting
As described in Noble's company announcement of July 18, 2024, following a comprehensive review,
Noble believes that the trading volume of its Danish Shares on
Nasdaq Copenhagen no longer justifies the expense and
administrative requirements associated with maintaining this dual
listing. Noble's primary listing on the New York Stock Exchange
provides its shareholders with sufficient liquidity, as the New
York Stock Exchange accounts for approximately 99% of its trading
volume. The substantial savings in exchange fees, legal fees, and
managerial time and effort to maintain a dual listing can be
redirected to initiatives intended to generate shareholder
value.
Consequently, the board of directors of Noble has resolved to
request Nasdaq Copenhagen for a Delisting of Noble.
Possible courses of action for holders of Noble's Danish
Shares
Provided that Noble's request for Delisting is accommodated,
holders of Danish Shares may:
- Dispose of their Danish Shares on Nasdaq Copenhagen before the
Delisting is effective; or
- Convert their Danish Shares to an equivalent number of Noble
shares tradeable on the New York Stock Exchange ("Noble NYSE
Shares").
Alternatively, holders of Danish Shares may do nothing but will
hold an illiquid asset following the Delisting.
Disposal of Danish Shares before the Delisting is
effective
Following receipt of the expected approval of Noble's Delisting,
the Danish Shares will remain tradeable on Nasdaq Copenhagen for a
period of approximately 4 weeks. As such, it will be possible to
dispose of the Danish Shares on Nasdaq Copenhagen within the
trading period.
Conversion of Danish Shares to Noble NYSE Shares
If holders of Danish Shares want to continue to own publicly
tradeable Noble shares after the Delisting, the shareholder must
convert its Danish Shares into Noble NYSE Shares either before or
after the Delisting.
To convert Danish Shares to Noble NYSE Shares, the holder of
Danish Shares must instruct its financial intermediary (bank or
broker) to contact Euronext Securities Copenhagen (Noble's Danish
transfer agent). The procedure for converting Danish Shares into
Noble NYSE Shares may take several trading days.
To receive Noble NYSE Shares, the shareholder must be able to
take delivery of shares issued through The Depository Trust Company
("DTC"). This requires access to a U.S. securities
account.
Furthermore, holders of Danish Shares should contact their
financial intermediary (bank or broker) about handling fees for the
conversion of Danish Shares into Noble NYSE Shares and costs
associated with holding shares in DTC and trading on the New York
Stock Exchange. Any such costs may be borne by the individual
shareholder. Noble currently pays 'safe keeping' fees for holders
who hold Danish Shares and will continue to do so only until the
anticipated Delisting, at which time any holders of Danish Shares
who have not converted their Danish Shares into Noble NYSE Shares
or disposed of their Danish Shares shall be responsible for these
fees on their unlisted Danish Shares.
Holders of Danish Shares should contact their financial
intermediary (bank or broker) to assist with any conversion and to
answer any questions on process or fees.
Retaining Danish Shares as unlisted securities
Following the Delisting, any Danish Shares not sold or converted
will cease to be admitted to trading and official listing on Nasdaq
Copenhagen (or any stock exchange). As such, shareholders holding
Danish Shares will have an illiquid asset and will most likely need
to convert their Danish Shares into Noble NYSE Shares (see above)
if and when they wish to sell their shares. A shareholder holding
Danish Shares will continue to be able to convert their Danish
Shares into Noble NYSE Shares after the Delisting, subject to
certain fees.
Certain financial intermediaries (banks or brokers) may have
policies regarding shares that are delisted and may require
conversion from Danish Shares into Noble NYSE Shares. Please
contact your financial intermediary, bank, broker or financial
adviser for assistance.
Changes for shareholders holding Danish Shares
Shareholder rights
The ordinary shareholder rights associated with holding Danish
Shares will remain unchanged following the Delisting. Consequently,
if shareholders holding Danish Shares choose to retain their Danish
Shares after the Delisting is effective, they will retain the same
shareholder rights as prior to the Delisting, i.e., the right to
vote at general meetings and receive dividends, etc. The Danish
Shares will continue to be registered in Euronext Securities
Copenhagen.
In addition, the shareholder rights, including entitlements to
dividends and voting rights, associated with holding Noble NYSE
Shares are the same as those associated with the holding Danish
Shares. However, whereas the Danish Shares are eligible to receive
dividends in DKK and while still admitted to trading and official
listing on Nasdaq Copenhagen are traded in DKK, the Noble NYSE
Shares are traded in USD and are eligible to receive dividends in
USD.
Disclosure requirements
Shareholders holding Danish Shares should be advised that
subsequent to the Delisting becoming effective, the shares of Noble
will not be subject to the disclosure requirements applicable for
companies with shares admitted to trading and official listing on
Nasdaq Copenhagen. However, Noble will through its the primary
listing of its shares on the New York Stock Exchange remain subject
to the extensive disclosure requirements under U.S. securities laws
and the rules and regulations of the New York Stock Exchange.
Tax consequences
The shareholders holding Danish Shares are treated as owning
listed shares for Danish tax purposes.
The Delisting should not have any adverse Danish tax impact on
Danish tax residents who choose to convert their Danish Shares and
thus after the Delisting will hold Noble NYSE Shares.
The shareholders holding Danish Shares who choose to dispose of
their Danish Shares will be taxed as a sale of listed shares.
The above assessments should apply to all Danish shareholders
holding Danish Shares, regardless of whether they are individuals
or corporate entities. Non-Danish shareholders are generally not
taxable on a sale of Danish listed shares.
The shareholders holding Danish Shares that do not sell or
convert their Danish Shares, and thus retain their Danish Shares
after the Delisting, are expected to continue to own listed shares
for Danish tax purposes. A binding ruling has been sought to
confirm this expectation, but at the time of this announcement, no
final ruling has yet been issued by the Danish tax authorities. If
the Danish Shares are deemed to be unlisted for Danish tax purposes
after the Delisting, the Delisting itself may trigger taxation for
certain Danish tax resident individuals.
Noble does not provide tax or legal advice and the above
information is informational only. Please note that as each holder
of Danish Shares' circumstances may differ, Noble encourages each
holder of Danish Shares to consult with their own tax and/or
financial adviser.
About Noble Corporation
Noble is a leading offshore
drilling contractor for the oil and gas industry. The Company owns
and operates one of the most modern, versatile, and technically
advanced fleets in the offshore drilling industry. Noble and its
predecessors have been engaged in the contract drilling of oil and
gas wells since 1921. Noble performs, through its subsidiaries,
contract drilling services with a fleet of offshore drilling units
focused largely on ultra-deepwater and high specification
jackup drilling opportunities in both established and emerging
regions worldwide. For further information visit
www.noblecorp.com or email investors@noblecorp.com.
IMPORTANT INFORMATION
This announcement is for
information purposes only and does not constitute or contain any
invitation, solicitation, recommendation, offer or advice to any
person to subscribe for or otherwise acquire or dispose of any
securities of Noble.
Certain statements in this announcement, including any
attachments hereto, may constitute forward-looking statements.
Forward-looking statements are statements (other than statements of
historical fact) relating to future events and Noble and its
subsidiaries (collectively, the "Noble Group"). The words
"targets", "believes", "continues", "expects", "aims", "intends",
"plans", "seeks", "will", "may", "might", "anticipates", "would",
"could", "should", "estimates", "projects", "potentially" or
similar expressions or the negatives thereof, identify certain of
these forward-looking statements. The absence of these words,
however, does not mean that the statements are not forward-looking.
Other forward-looking statements can be identified in the context
in which the statements are made.
Although Noble believes that the expectations reflected in these
forward-looking statements are reasonable as of the date of this
announcement, such forward-looking statements are based on Noble's
current expectations, estimates, forecasts, assumptions and
projections about the particular events in question.
Any forward-looking statements included in this announcement,
including any attachment hereto, speak only as of today. Noble does
not intend, and does not assume, any obligations to update any
forward-looking statements contained herein, except as may be
required by law or the rules of the New York Stock Exchange or
Nasdaq Copenhagen. All subsequent written and oral forward-looking
statements attributable to Noble or to persons acting on its behalf
are expressly qualified in their entirety by the cautionary
statements referred to above and contained in this announcement,
including any attachment hereto.
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