Infosys Limited ("Infosys")
(NYSE: INFY) (Euronext Paris and Euronext London: INFY) announced today that the voluntary delisting of its American Depositary Shares (“ADSs”) (ISIN US4567881085) from the Euronext Paris and Euronext London exchanges has been approved by the Board of Directors of Euronext Paris SA and by Euronext London Limited.
The primary reason for this delisting is the low average daily trading volume of Infosys ADSs on Euronext Paris and Euronext London, which is not commensurate with the related administrative requirements. During the 5-year period of the listing on Euronext Paris and Euronext London, the average daily trading volume of Infosys ADSs was significantly lower than its average daily trading volume on the New York Stock Exchange (NYSE).
There will be no change to the Infosys share/ADS count, capital structure or float as a result of the delisting from the above exchanges. Infosys ADSs will continue to be listed on the NYSE under the symbol “INFY” and investors can continue to trade their ADSs on the NYSE as before.
The delisting procedure will allow Infosys ADSs listed on the Euronext Paris and Euronext London exchanges to be sold on the NYSE. A sales facility will be provided to the holders of Infosys ADSs trading on the Euronext Paris and Euronext London exchanges and such holders will have the following options:
- Participate in the sales facility described below to sell their ADSs on the NYSE in accordance with Euronext Paris and Euronext London rules.
- Decide not to participate in the sales facility and continue to keep their ADSs and be able to trade their ADSs on the Euronext Paris and Euronext London exchanges until the date of completion of the proposed delisting and only on the NYSE thereafter.
Holders of Infosys ADSs who wish to participate in the sales facility should ask their financial intermediary to deliver their ADSs from June 18, 2018 to June 29, 2018 inclusive to BNP-Paribas Securities Services, acting as centralizing agent appointed by Infosys, following the procedure described below. The ADSs tendered to BNP-Paribas Securities Services will be sold beginning July 4, 2018 on the NYSE at the market price at the time of the sale. BNP-Paribas Securities Services will calculate the average sale price of the ADSs and will transfer the sale proceeds to the selling holders of Infosys ADSs once it receives the funds. Infosys will pay the fees for the centralization. The brokerage fee related to the sale on the NYSE of the ADSs tendered to BNP-Paribas Securities Services as part of the sales facility will be borne by Infosys.
Holders of Infosys ADSs are reminded that they may tender their ADSs in this sales facility on a voluntary basis.
The calendar for the sales facility and the delisting of Infosys ADSs described above can be summarized as follows (it being specified that Infosys reserves the right to amend this calendar):
|Beginning of the sales facility||June 18, 2018|
|End of the sales facility||June 29, 2018|
|End of the centralization by BNP-Paribas Securities Services||July 4, 2018 (before 4 p.m. Paris time)|
|Sale on the NYSE of Infosys ADSs tendered in the sales facility||Beginning July 4, 2018|
|Settlement of the proceeds of the sale to the relevant financial institutions||As soon as possible after receipt of the proceeds of the sale|
|Last day of trading of Infosys ADSs on Euronext Paris and Euronext London||July 4, 2018|
|Delisting of Infosys ADSs from Euronext Paris and Euronext London||July 5, 2018|
|Removal of Infosys ADSs from the operations of Euroclear France||July 10, 2018|
Holders of Infosys ADSs participating in the sales facility are reminded that they acknowledge and accept the risk implied from the change in Infosys ADS market price or applicable currency exchange rates between the end of the sales facility and the sale of Infosys ADSs on the NYSE. The tender orders are irrevocable.
Holders of Infosys ADSs who opt to participate in the sales facility should consult their tax advisors for any tax implications on the proposed transaction.
Holders of Infosys ADSs not participating in the sales facility may continue to trade their ADSs on Euronext Paris and Euronext London through the delisting date under the terms and conditions of their custodian. Upon the delisting of Infosys ADSs from Euronext Paris and Euronext London, the transfer of the ADSs from Euronext Paris and Euronext London to the NYSE will be done by the custodians, and therefore, holders of Infosys ADSs who have chosen not to sell their ADSs through the sales facility, or otherwise have taken no action, need not take any action for their ADSs to be transferred from Euronext Paris and Euronext London to the NYSE.
Infosys ADSs will remain listed on Euronext Paris and Euronext London until July 4, 2018 inclusive. Thereafter, holders of ADSs who have chosen not to sell their Infosys ADSs through the sales facility or otherwise have not taken any action will be able to trade them on the NYSE under the terms and conditions of their financial intermediary.
Infosys ADSs will be removed from the operations of Euroclear France on July 10, 2018.
Infosys ADSs will continue to be listed on the NYSE under the symbol "INFY."
Holders of Infosys ADSs may also request any additional information from their custodian and usual financial intermediary, who have received the details of the delisting process.
About Infosys Ltd.
Infosys is a global leader in next-generation digital services and consulting. We enable clients in 45 countries to navigate their digital transformation. With over three decades of experience in managing the systems and workings of global enterprises, we expertly steer our clients through their digital journey. We do it by enabling the enterprise with an AI-powered core that helps prioritize the execution of change. We also empower the business with agile digital at scale to deliver unprecedented levels of performance and customer delight. Our always-on learning agenda drives their continuous improvement through building and transferring digital skills, expertise, and ideas from our innovation ecosystem.
www.infosys.com to see how Infosys (NYSE: INFY) can help your enterprise thrive in the digital age.
Certain statements in this press release concerning our intent to voluntarily delist from the Euronext Paris and Euronext London exchanges, the availability of a sales facility and the timing of the sales facility and delisting and sales facility process are forward-looking intended to qualify for the 'safe harbor' under the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding the timing of the delisting and sales facility due to factors outside of Infosys’ control. Infosys may, from time to time, make additional written and oral forward-looking statements, including statements contained in the company's filings with the Securities and Exchange Commission and our reports to shareholders. In addition, please note that any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of the date of this press release. The company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the company unless it is required by law.