On September 20, 2007, SUEZ eliminated the listing of its ADR shares on the New York Stock Exchange, and its US shares now trade on the Over-the-Counter (OTC) market as “pink sheets.” If you owned the listed ADR, you can determine the price by going to the OTC website and looking up the new symbol, SZEZY.PK. http://www.pinksheets.com/pink/quote/quote.jsp?symbol=szezy
In addition, price/trading information can be accessed at the OTC website http://www.otcbb.com or also on Bloomberg terminals under the ticker "SZEZY". Please note that Bloomberg quotes are delayed overnight for updating purposes.
PART A: About the NYSE delisting:
1. How can I buy or sell SUEZ pink sheets?
You should consult with your broker to determine its ability to buy or sell pink sheets, as neither SUEZ nor the depositary bank will be able to answer such questions.
2. What exactly is a sponsored Level 1 ADR program?
A sponsored Level 1 program is traded on the "Over the Counter" (OTC) market and quoted as such based upon its assigned ticker symbol. Previously, Suez had an ADR program that was traded and quoted on the New York Stock Exchange (NYSE.)
3. How uncommon is it for a foreign company to delist?
It is increasingly common. A majority of American depositary receipt programs currently trading are issued through a Level 1 program.
4. Why did SUEZ delist?
SUEZ is listed on Euronext Paris. The NYSE trading volume of SUEZ shares (ADRs) has remained very low, approximately 1.5% of the total volume of SUEZ shares traded over the 12 months before the decision to delist. For liquidity reasons, the great majority of investors prefer to trade SUEZ shares in its main trading market. Furthermore, elimination of extra costs related in particular to application of the Sarbanes Oxley Act will generate savings and create shareholder value.
5. Were there any other factors?
The merger of NYSE and Euronext will facilitate direct investments by US investors in the French market. Finally, the two accounting standards (USGAAP and IFRS) have begun to converge.
6. Will SUEZ cease to comply with SEC regulations?
With the delisting, SUEZ will also deregister from the Securities & Exchange Commission (SEC) filing requirements. The company will continue to comply with IFRS accounting standards, which are nearly the same and followed in many major countries.
7. What is the difference between Delisting and Deregistration?
Delisting: Removal of a company’s shares from an exchange (e.g. NYSE) and termination of stock exchange trading in these shares
Deregistration: Termination of the SEC registration of a company’s shares resulting in the termination of all reporting obligations under the Securities Exchange Act of 1934
8. Will international (IFRS) and U.S. accounting standards to converge in the future?
It is widely agreed that the U.S.-GAAP reconciliation will not be necessary after 2009. Major differences between U.S. GAAP and IFRS will have lapsed by then, in abidance with the convergence plan between the standard setters IASB in the UK and FASB in the U.S.
Also recognize that U.S. GAAP reconciliation has become less important as global investors have accepted IFRS as a worldwide high quality reporting standard.
9. Has SUEZ altered its compliance standards?
Effectively, it has not. SUEZ decided to ensure its compliance with the requirements of the Sarbanes-Oxley Act prior to its decision to delist. This compliance program has been successfully completed.
The Group confirms its commitment to maintain strict internal controls, a high level of financial information, and an open, direct dialogue with US investors. The Group’s financial information will continue to remain available in English on the SUEZ website (www.SUEZ.com) and will continue to meet the highest standards of corporate governance, particularly with respect to the independence and international makeup of its directors.
10. What are the minimal reporting requirements of SUEZ’s Level 1 program?
Publication of English quarterly and annual reports (IFRS-compliant) on SUEZ website.
11. Will there be a change in SUEZ's IR activities as a result of the delisting?
No. SUEZ has committed itself to the same high level of IR activities. SUEZ will maintain a dedicated investor relations program in the United States and adhere to a calendar of roadshows with senior management.
12. What can the depositary bank tell us about the process?
SUEZ's ADR program has become a "Level I" program and the ADSs are traded in the over-the-counter market. Citibank, N.A. will continue to act as the Company's Depositary Bank.
For ADR inquiries, please contact Citibank ADR Shareholder Services toll free at 1-877-CITIADR (1-877-248-4237) during normal business hours (8:30 AM-6:00 PM New York Time). http://wwss.citissb.com/adr/www/index.htm
Citibank, as Depositary, will send shortly a Notice to holders regarding the Company's delisting. Any questions in the interim can be directed to the phone number above.
13. Can investors swap the Pink Sheet for the local French shares?
Investors can either keep their Pink Sheet ADRs, exchange their ADRs into ordinary SUEZ shares, or sell their Pink Sheet ADRs. Investors should speak to their broker about their choices, or address SUEZ’s ADR-Bank (Citibank) with specific questions.
14. What’s the difference between an ADR and an ADS?
An ADR (American Depositary Receipt) is a negotiable certificate issued by a depositary bank representing a specific number of shares of a non-U.S. company traded in the US. An ADS is the share issued under the ADR agreement – what is actually traded.
15. What are the benefits of ADRs to US investors?
U.S. investors often prefer ADRs over local ordinary shares in the company’s home market because ADRs trade, clear and settle according to U.S. market conventions. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information. ADR holders also appreciate punctual payments of dividends as well as notifications on corporate actions.
16. How do I convert my ordinary shares into ADRs?
Converting ordinary shares into ADRs must be done through a broker or an investment advisor.
17. Can I buy ADSs directly from SUEZ?
No, only by broker.
18. Does an ADR holder have the same shareholder rights as a holder of local ordinary shares?
Yes, though the depositary must receive instruction of your voting preferences since it holds the local ordinary shares on your behalf.
19. Do I receive the dividends as well?
Dividends are paid in U.S. dollars and are generally taxable, just like dividends on U.S. shares.
