

[Federal Register: March 23, 2006 (Volume 71, Number 56)]
[Notices]               
[Page 14747-14748]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr23mr06-77]                         

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SECURITIES AND EXCHANGE COMMISSION

[File No. 1-12998]

 
Issuer Delisting; Notice of Application of TDC A/S (Formerly Tele 
Danmark A/S) To Withdraw Its American Depositary Shares (Evidenced by 
American Depositary Share Receipts, Each Representing One Half of One 
Ordinary Share, Par Value DKK 5 Each and Ordinary Shares, Par Value DKK 
5), From Listing and Registration on the New York Stock Exchange, LLC

March 17, 2006.
    On March 13, 2006, TDC A/S (formerly Tele Danmark A/S), a company 
incorporated under the laws of Denmark (``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 American Depositary Shares (evidenced by American Depositary Share 
Receipts, each representing one half of one Ordinary Share, par value 
DKK 5 each) (``ADS'') and Ordinary Shares, par value DKK 5 each 
(``Shares'') (collectively, ``Securities''), from listing and 
registration on the New York Stock Exchange, LLC (``NYSE'').
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    \1\ 15 U.S.C. 78l(d).
    \2\ 17 CFR 240.12d2-2(d).
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    On March 3, 2006, the Board of Directors (``Board'') of the Issuer 
approved a resolution to withdraw the Securities from listing and 
registration on NYSE. The Issuer stated that the following reasons 
factored into the Board's decision to withdraw the Securities from 
listing on NYSE.
    First, the number of holders of the ADS resident in the United 
States decreased considerably in connection with the completion of the 
tender offer for all Securities (``Tender Offer'') by Nordic Telephone 
Company ApS (``Purchaser'') that expired on January 20, 2006. Pursuant 
to the Tender Offer, the Purchaser purchased 88.2% of the share capital 
of the Issuer. Based on information provided by Innisfree M&A 
Incorporated, as of early February 24, 2006, there were approximately 
1,710 ADS accounts held by U.S. holders containing an aggregate of 
approximately 799,122 ADS (or the equivalent of 399,561 Ordinary 
Shares).
    Second, trading of the ADS on NYSE has also decreased since 
completion of the Tender Offer. The average daily trading volume of the 
ADS for the three-week period ending on February 24, 2006 was 
approximately 9,200. The average daily trading volume of the ADS for 
the corresponding three-week period in 2005 was approximately 32,800. 
The average daily trading volume of the ADS for the five-day period 
ending on February 24, 2006 was approximately 7,800. The average daily 
trading volume for the corresponding five-day period in 2005 was 
71,100. The average daily trading volume of the ADS for the one-year 
period ending on February 24, 2006 was approximately 32,400. The daily 
trading volume on February 24, 2006 was approximately 3,900. These 
decreases, as well as the factors mentioned below, have caused the 
Issuer to re-evaluate the merits of maintaining its NYSE listing and 
registration under the Act.
    Third, the Issuer has adopted amendments to its articles of 
incorporation to permit the Purchaser to redeem all outstanding shares 
(including those represented by the ADS) not held by the Purchaser in a 
compulsory acquisition. The Board took notice of certain protests 
raised against the validity of said amendments; irrespective thereof 
the U.S. delisting were still considered to be in the best interest of 
the Issuer.
    In addition, in connection with the proposed delisting from NYSE, 
the Board also considered that the Board, following the extraordinary 
general meeting of the Issuer's shareholders held on February 28, 2006, 
does not include any directors who satisfy the ``independence'' 
standards under NYSE's corporate governance rules. The Issuer is 
therefore unable to comply with Subsection 303A.06 of the Listed 
Company Manual, which requires that the Issuer have an audit committee, 
each member of which satisfies the independence standards of the NYSE. 
The Board has therefore decided not to form an audit committee for the 
time being. As a result, the Issuer is in material non-compliance with 
NYSE's Corporate Governance Standards applicable to foreign private 
issuers. The Issuer stated that the Shares are currently listed on the 
Copenhagen Stock Exchange and the Issuer expects to seek to withdraw 
the Shares on the Copenhagen Stock Exchange.
    The Issuer stated in its application that it has complied with 
NYSE's rules governing an issuer's voluntary withdrawal of a security 
from listing and registration by providing NYSE with the required 
documents governing the removal of securities from listing and 
registration on NYSE.
    The Issuer's application relates solely to the withdrawal of the 
Securities from listing on NYSE and from registration under Section 
12(b) of the Act,\3\ and shall not affect their 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 April 12, 2006, comment on 
the facts bearing upon whether the application has been made in 
accordance with the rules of 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

     Use the Commission's Internet comment form (http://www.sec.gov/rules/delist.shtml.
); or     Send an e-mail to rule-comments@sec.gov. Please include 

the File Number 1-12998 or;

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission,

[[Page 14748]]

100 F Street, NE., Washington, DC 20549-1090.
    All submissions should refer to File Number 1-12998. 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. 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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Nancy M. Morris,
Secretary.
 [FR Doc. E6-4173 Filed 3-22-06; 8:45 am]

BILLING CODE 8010-01-P
