Bermuda-based ESG Re Limited announced that it has filed with the Securities and Exchange Commission to deregister its common stock under the Securities Exchange Act of 1934. The deregistration is expected to become final within 90 days of filing.
ESG, which has been involved for some time in a dispute over the accounting treatment of its co-reinsurance contract with ACE, said it would publish its audited 2002 and 2001 financial statements on or about March 31, 2003. It also intends to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 with the SEC by the same date.
The company’s announced stated that “In the future, ESG intends to make available to its shareholders quarterly and annual financial information in substantially the same form as presently made available. ESG also intends to generally comply with the corporate governance regulations and guidelines that would be applicable if its shares were still registered with the SEC and listed on Nasdaq,” and that it “expects to save approximately $1M in annual legal, audit and insurance expenses associated with this action.”
COO Margaret Webster indicated that the “Company considered many factors in making this decision, including (i) the number of ESG’s shareholders of record, which is less than 300, and the associated low trading volume, (ii) the costs associated with the preparation and filing of ESG’s periodic reports with the SEC, and (iii) Nasdaq’s decision to delist the Company’s securities. ”
The Company’s securities will continue to be quoted through the “Pink Sheets” stock quotation service, and some brokers will continue to quote the shares, although the company said it was by no means certain that any of them would continue to make a market for the stock. The securities were delisted from The Nasdaq Stock Market on February 4, 2003.
The bulletin also noted that “In conjunction with the filing of the deregistration notice, ESG has withdrawn its application for review of the Nasdaq Listing Qualifications Panel’s decision to delist ESG’s securities.”
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