Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
In general, a listed company has a period of six months following the receipt of the notice to regain compliance. In order to regain compliance, on the last trading day in any calendar month during the cure period, the Ordinary Shares must have (i) a closing price of at least$1.00 per share and (ii) an average closing price of at least$1.00 per share over the 30 trading day period ending on the last trading day of such month. If the Company determines that, in order to cure the deficiency, it is necessary to take an action that requires shareholder approval, the price condition will be deemed cured if the price promptly exceeds$1.00 per share after taking such action, and the price remains above the level for at least the following 30 trading days. If the Company is unable to regain compliance, the NYSE will initiate procedures to suspend and delist the Ordinary Shares. As required by the NYSE, the Company has notified the NYSE of its intent to cure the listing standard deficiency and restore its compliance with the NYSE continued listing standards. In addition, the Company intends to monitor the closing price of its Ordinary Shares and consider available options if its Ordinary Shares do not trade at a level likely to result in the Company regaining compliance with the Minimum Share Price Requirement byOctober 15, 2020 . The notice has no immediate impact on the listing of the Ordinary Shares, which will continue to be listed and traded on the NYSE during this period, subject to the Company's compliance with the other listing requirements of the NYSE. The Ordinary Shares will continue to trade under the symbol "VAL", but will have an added designation of ".BC" to indicate the status of the Ordinary Shares as "below compliance". If the Ordinary Shares ultimately were to be delisted for any reason, it could negatively impact the Company by, among other things, reducing the liquidity and market price of our Ordinary Shares, reducing the number of investors willing to hold or acquire our Ordinary Shares and limiting our ability to issue securities or obtain financing in the future. If our Ordinary Shares are delisted from the NYSE and not concurrently listed on Nasdaq, the holders of our 3.00% exchangeable senior notes due 2024 would have the right to require us to repurchase the notes at a price equal to the principal amount thereof plus accrued interest to the repurchase date.
Item 7.01 Regulation FD Disclosure
OnApril 21, 2020 , the Company issued a press release with respect to the receipt of the notice of noncompliance from the NYSE. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein. The information contained in this Item 7.01 and the exhibit hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such
filing. Item 9.01 Financial Statements and Exhibits (d) Exhibits
Exhibit No. Description 99.1 Press release, datedApril 21, 2020 , issued byValaris plc 3
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