Gerova Voluntarily Delists From The NYSE
Troubled Bermuda financial services company Gerova announced yesterday [Apr. 19] the firm has advised the New York Stock Exchange of its intention to voluntarily delist from trading.
It will be filing a Form 25 with the US Securities and Exchange Commission in order to delist its common stock, warrants and units from trading on the NYSE and to deregister its securities.
On February 23, 2011, the NYSE suspended trading in Gerova Financial Group securities pending the disclosure of additional information relative to its operations, management restructuring and business plans.
In the wake of the NYSE suspension a planned merger between Gerova and New York-based Ticonderoga Securities and British stockbroker and private investment bank Seymour Pierce collapsed.
Gerova said in recent weeks the staff of the NYSE has been evaluating the suitability for continued listing of the company’s securities.
“Based on continuing discussions with the NYSE and evaluation of the circumstances, including the prospect of the continuation of the trading halt or delisting proceedings, Gerova’s board of directors determined it is in the best interest of the company to voluntarily discontinue the NYSE listing of the securities,” the company — which operates out of offices in Cumberland House – said yesterday.
Gerova intends to file the Form 25 “Notification of Removal from Listing” this week. The removal of the class of securities from listing on the exchange shall be effective 10 days after filing the Form 25.
Gerova is already eligible to suspend its US Exchange Act reporting requirements given that each class of its securities are on a worldwide basis held of record by less than 300 persons.
“The company anticipates that following delisting its common stock, warrants and units will be quoted on the OTC Pink tier of the OTC Marketplace, a centralised electronic quotation service for over-the-counter securities, so long as market makers demonstrate an interest in trading in the company’s stock,” a Gerova spokesman said.
“ However, the company can give no assurance that trading in its stock will continue on the Pink Sheets or on any other securities exchange or quotation medium.”
Last week an investor filed a lawsuit in New York on behalf of Stillwater Funds shareholders who exchanged their investments for shares of Bermuda-based Gerova last year.
According to the complaint the plaintiff alleges that Stillwater Capital Partners, Gerova and certain of their current and former officers and directors violated US laws and breached fiduciary duties by “failing to disclose material adverse facts” at the time of the share exchange.
In January Neil Weinberg, a Forbes senior editor who focusses on corporate crime and business ethics, first raised questions about Gerova’s ties to a $53 million Ponzi scheme shut down by the US Securities & Exchange Commission.
Later, he provided widespread exposure for a research report by Dalrymple Financial which described Gerova as “a NYSE-listed shell game”, claiming the Bermuda reinsurer had allegedly overvalued the assets on its books and engaged in other fraudulent activity.
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