MUMBAI,
India, April 27, 2016
/PRNewswire/ -- Rediff.com India Limited (Nasdaq: REDF), an
India-based internet company which
delivers digital content and e-commerce marketplace services, today
announced that it intends to file an application on Form 25 with
the Securities and Exchange Commission ("SEC") to voluntarily
withdraw its American Depository Shares from listing on The Nasdaq
Stock Market's ("NASDAQ") Capital Market. [The text of
the notice to NASDAQ is set forth below.] Following the
filing of the Form 25, the Company intends to deregister its ADSs
and to cease publicly filing its periodic reports with the
SEC. Rediff anticipates that its 20-F for the fiscal
year ended March 31, 2015 will be its
last publicly filed periodic report. Shares of Rediff's
ADSs are expected to continue trading on the OTC Pink Marketplace
following delisting and deregistration.
Rediff noted that the reasons for its withdrawal from listing
and registration relate to the cost of filing periodic reports with
the SEC and meeting other applicable regulatory requirements, which
are prohibitive for Rediff at this time in light of its current
financial position. Accordingly, Rediff believes it is
in the best interests of shareholders at this time to significantly
reduce such expenses, and that the anticipated cost savings from
this action more than offset the benefits of being a reporting
company.
As previously disclosed, Rediff was informed on February 3, 2016 by the Listing Qualifications
Department of The Nasdaq Stock Market that its ADSs were subject to
delisting from the Nasdaq Capital Market. Rediff believes that it
may be difficult and expensive to seek to regain compliance with
the NASDAQ continued listing requirements, and therefore has
determined to voluntarily delist from NASDAQ. Rediff
does not intend at this time to arrange for a listing, registration
or quotation on another national securities exchange or quotation
medium.
Commenting on the announcement, Rediff's Chairman and Chief
Executive Officer, Ajit
Balakrishnan, stated, "The decision by Rediff's Board of
Directors to deregister and leave the Nasdaq Capital Market was
made after careful consideration of the advantages and
disadvantages of being a SEC reporting company including the high
costs and demands on management's time arising from compliance with
the many SEC and Sarbanes-Oxley requirements. The
current economic climate has not only impacted the capital markets,
but the digital advertising industry as well. As such,
we are constantly looking for ways to reduce costs and increase
shareholder value as we continue to focus our efforts on growing
the core business and leveraging our comprehensive on-line
offerings."
Text of the notice to NASDAQ
April 27, 2016
NASDAQ
805 King Farm Blvd.
Rockville, MD 20850
Re: Rediff.com India Limited
To whom it may concern:
This is to notify you pursuant to Rule 12d2-2(c)(2) of the
Securities and Exchange Act of 1934 (the "Act") and Nasdaq
Marketplace Rule 5840(j), that Rediff.com India Limited (the
"Company") intends to file an application on Form 25 to notify the
Securities and Exchange Commission of the Company's withdrawal of
its American Depository Shares from listing on the Nasdaq Capital
Market, and the Company's intention to withdraw such shares from
registration under Section 12(b) of the Act.
Please be further advised of the following material facts
relating to the reasons for the withdrawal from listing and
registration:
- The cost of filing periodic reports with the SEC pursuant to
the Act and meeting other applicable regulatory requirements is
prohibitive for the Company in light of its current financial
position.
- The Company believes that it is in the best interests of its
shareholders to significantly reduce expenses by ceasing to be a
reporting company, and that the cost savings realized outweigh the
benefits of being a reporting company.
- On February 3, 2016, the Company
received notice from NASDAQ that it has failed to satisfy the
minimum bid price requirement of $1.00 per share continued listing standard
(Listing Rule 5550(a)(2)).
- The Company believes that it may be difficult and expensive to
try to regain compliance with the Nasdaq continued listing
requirements, and therefore has determined to voluntarily delist
from Nasdaq.
- The Company has not, and does not intend to at this time,
arrange for listing, registration or quotation on another national
securities exchange or quotation medium.
Please let me know should you require any additional
information.
Very truly yours,
/s/Swasti Bhowmick
Chief Financial Officer
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SOURCE Rediff.com India Limited