[Federal Register Volume 70, Number 9 (Thursday, January 13, 2005)]
[Notices]
[Page 2431]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 05-704]


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SECURITIES AND EXCHANGE COMMISSION

[File No. 1-14258]


Issuer Delisting; Notice of Application of Premier Farnell Plc To 
Withdraw Its Ordinary Shares, (5 pence each) (``Ordinary Shares''), Its 
$1.35 and 89.2p Cumulative Convertible Redeemable Preference Shares 
([pound]1 each) (``Preference Shares''), and the American Depositary 
Shares Representing the Ordinary Shares and Preference Shares, From 
Listing and Registration on the New York Stock Exchange, Inc.

January 7, 2005.
    On December 10, 2004, Premier Farnell Plc., a company incorporated 
under the law of England and Wales (``Issuer''), filed an application 
with the Securities and Exchange Commission (``Commission''), pursuant 
to Section 12(d) of the Securities Exchange Act of 1934 (``Act'') \1\ 
and Rule 12d2-2(d) thereunder,\2\ to withdraw its ordinary shares (5 
pence each) (``ordinary shares''), its $1.35 and 89.2p cumulative 
convertible redeemable preference shares ([pound]1 each) (``preference 
shares''), and the American Depository Shares (``ADS'') representing 
both the ordinary shares and preference shares (collectively 
``Securities''), from listing and registration on the New York Stock 
Exchange, Inc. (``NYSE'' or ``Exchange'').
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    \1\ 15 U.S.C. 781(d).
    \2\ 17 CFR 240.12d2-2(d).
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    The Board of Directors (``Board'') of the Issuer unanimously 
approved a resolution on December 7, 2004 to withdraw the Issuer's 
Securities from listing on the NYSE. The Board states that the 
following reasons factored into its decision to withdraw the Securities 
from the Exchange. First, the Issuer's U.S. shareholder base has 
reduced considerably since the listing of its Securities on the NYSE 
and registration of such Securities with the Commission in 1996. 
Trading of the ADS on the NYSE has declined considerably since the 
listing. According to Thomas Financial Datastream, the average daily 
trading volume of the ordinary shares ADS from April 12, 1996, the 
first day of their trading, to February 2, 1997, the Issuer's financial 
year end, was 70,900. The average daily trading volume during the 
financial year ended February 1, 2004 was 13,200, and between that 
financial year end and November 29, 2004 was approximately 15,400. The 
average daily trading volume of the preference shares ADS from April 
12, 1996 to February 2, 1997 was 84,900. The average daily trading 
volume during the financial year ended February 1, 2004 was 1,600, and 
between the financial year end and November 29, 2004 was approximately 
800. These declines have caused the Issuer to re-evaluate the merits of 
maintaining its NYSE listing and Commission registration. Next, as a 
result of this re-evaluation, the Issuer has decided to apply to 
terminate its NYSE listing now and may, in the future, seek to de-
register from the Commission if eligible to do so. Since 1996, the 
burden and expense of complying with U.S. reporting and registration 
obligations has increased and would substantially increase further by 
virtue of the new Commission rules under the Sarbanes-Oxley Act 
relating to internal financial control documentation. Finally, the 
costs of maintaining the Issuer's NYSE listing and Commission 
registration, including the costs of management time required, for the 
year ending January 29, 2006 would be approximately [pound]1.3 million. 
These costs do not take account of the opportunity cost to the Issuer 
of the management effort that would be required to be dedicated to 
meeting the internal control documentation requirements. This would 
include delays to other business initiatives. The Issuer states that 
the ordinary shares and preference shares will continue to be listed on 
the London Stock Exchange, their principal trading market.
    The Issuer states in its application that it has complied with the 
NYSE's rules governing an issuer's voluntary withdrawal of a security 
from listing and registration by complying with all applicable laws in 
effect in England and Wales, the jurisdiction in which the Issuer is 
incorporated.
    The issuer's application relates solely to the Securities' 
withdrawal from listing on the NYSE and from registration under Section 
12(b) of the Act,\3\ and shall not affect its obligation to be 
registered under Section 12(g) of the Act.\4\
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    \3\ 15 U.S.C. 78l(b).
    \4\15 U.S.C. 78l(g).
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    Any interested person may, on or before February 3, 2005, comment 
on the facts bearing upon whether the application has been made in 
accordance with the rules of the NYSE, and what terms, if any, should 
be imposed by the Commission for the protection of investors. All 
comment letters may be submitted by either of the following methods:

Electronic Comments

     Send an e-mail to [email protected]. Please include 
the File Number 1-14258 or;

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., 
Washington, DC 205409-0609.
    All submissions should refer to File Number 1-14258. This file 
number should be included on the subject line if e-mail is used. To 
help us process and review your comments more efficiently, please use 
only one method. The Commission will post all comments on the 
Commission's Internet Web site (http://www.sec.gov/rules/delist.shtml). 
Comments are also available for public inspection and copying in the 
Commission's Public Reference Room, 450 Fifth Street, NW., Washington, 
DC 20549. All comments received will be posted without change; we do 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly.
    The Commission, based on the information submitted to it, will 
issue an order granting the application after the date mentioned above, 
unless the Commission determines to order a hearing on the matter.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\5\
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    \5\ 17 CFR 200.30-3(a)(1).
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Jonathan G. Katz,
Secretary.
[FR Doc. 05-704 Filed 1-12-05; 8:45 am]
BILLING CODE 8010-01-M