REG - Subex Limited - Proposed termination of GDRs & De-listing

SubexAnnouncement

30/06/2022 15:45

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RNS Number : 8889Q  Subex Limited  30 June 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

 

Announcement regarding the termination of the Company's Global Depositary
Receipts programme and the termination of the associated Deposit Agreement

 

30 June 2022: Subex Limited (Subexor the Company) (LSE: SUBX, BSE: SUBEX, NSE:
SUBEXLTD), an Indian software company based in Bengaluru, India, announces
that it has on 30 June 2022 applied to the London Stock Exchange (the LSE) for
the cancellation of the admission to trading of its Global Depositary Receipts
(ISIN: US86428R2022, SEDOL: B1VDTT6) (the GDRs), each representing one
ordinary share of the Company (each, a Share). The Company has also on 30 June
2022 applied to the Financial Conduct Authority (the FCA) for cancellation of
the listing of the GDRs from the official list of the FCA. The Company has
also on 28 June 2022 issued a notice to the Bank of New York Mellon (the
Depositary) to terminate the Amended and Restated Deposit Agreement dated 8
March 2007 entered into between the Company and the Depositary (the Deposit
Agreement). The notice period for termination of the Deposit Agreement is 90
days and the Deposit Agreement is due to be terminated on or about 26
September 2022.

 

The Shares are listed on the Bombay Stock Exchange (BSE) and on the National
Stock Exchange of India (NSE) and will continue to be listed on the BSE and
the NSE following the termination of the Deposit Agreement and the GDR
programme.

 

The Company is proceeding with the delisting of its GDRs from the LSE further
to the resolution of the Board of Directors of the Company on 30 May 2022
approving the termination of the GDR program due to the low volume of trading
of the GDRs and the underlying outstanding equity shares not constituting more
than 0.04% of the Company's issued and paid up equity shares as of 31 March
2022 (the Board Resolution). It is expected that the delisting will become
effective on or about 26 September 2022.

 

The Company notes that the Depositary is obliged to, under the terms of the
Deposit Agreement, to give notice to the Company's GDR holders that the
Deposit Agreement and the GDR programme would terminate on or about 26
September 2022 (the Termination Date).

 

From the date of the notice being given by the Depositary to the GDR holders
till on or about 26 September 2022 the holders of GDRs may cancel their GDRs
and, subject to payment of the relevant charges and otherwise in accordance
with the Deposit Agreement, receive the relevant number of Shares represented
by the GDRs they hold. If any GDRs remain outstanding at the end of the 90-day
notice period for the termination of the Deposit Agreement, the Depositary
will sell the Shares represented by such GDRs and distribute the net proceeds
of the sale pursuant to the terms of the GDR Deposit Agreement.

 

Enquiries:

 

Subex Limited

Investor Relations

Name: Krishnakanth G V

Tel: +91 9900590024

Email: krishnakanth.gv@subex.com (mailto:krishnakanth.gv@subex.com)

 

This document includes statements that are, or may be deemed to be,
''forward-looking statements''. These forward-looking statements can be
identified by the use of forward-looking terminology including, but not
limited to, the terms ''believes'', ''estimates'', ''anticipates'',
''expects'', ''intends'', ''may'', ''target'', ''will'', or ''should'' or, in
each case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances that may or
may not occur. Forward-looking statements are not guarantees of future
performance and the actual results of the Company's operations, financial
condition and liquidity and the development of the country and the industries
in which the Company operates may differ materially from those described in,
or suggested by, the forward-looking statements contained in this document.
The Company does not intend, and does not assume any obligation, to update or
revise any forward- looking statements or industry information set out in this
document, whether as a result of new information, future events or otherwise.
The Company does not make any representation, warranty or prediction that the
results anticipated by such forward-looking statements will be achieved.

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