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The broadcaster’s move reflects mounting criticism by European companies of US listing corporate governance rules, which they say are too onerous for many businesses whose primary listing is outside the US.
In recent months Lastminute.com, the online travel company, and Autonomy, the software group, have sought to quit Nasdaq because of the mounting cost of regulation.
Siemens, the German electrical group, and Intershop Communications, a German software company, have also threatened do delist from US exchanges.
Sir Peter Burt, ITV’s chairman, said that because of the size of the company’s US shareholder register it was faced with a “significant burden in financial terms” that would be “of no material benefit” to the group. “We therefore believe that there is a real commercial benefit in seeking to suspend these obligations.”
ITV plans to spend £3.5 million on forcing 689 US investors to sell out on preferential terms. By doing so it believes it will save the £3 million annual cost of preparing extra accounts according to US rules. It is not clear whether ITV’s move will be copied by other British groups.
The company is unusual in that its problem stems from a historic US share listing, held by Carlton, a predecessor company.Although the listing was cancelled ahead of Carlton’s merger with Granada, which created ITV, the Securities and Exchange Commission (SEC), the US regulator, insists that the company still files accounts under US accounting rules.
The only way for ITV to escape the SEC’s strictures is to reduce the number of US shareholders to below 300, which is the purpose of the unusual buyout move. Shareholders targeted have holdings ranging from 16 shares held by Maria Acosta of Florida to 175,000 shares.
ITV shareholders have to vote to approve the broadcaster’s buyout scheme, which requires 75 per cent support. The US investors targeted are being offered a $500 bounty and a 15 per cent premium to the ITV share price.
Key investors have been discreetly canvassed and company executives are confident that the scheme will be passed. The two biggest US investors, Fidelity and Artisan, are understood to be supportive, understanding that the plan is not aimed at them.
A spokesman for the SEC said that the regulator “kept an eye on whether US markets are attractive for foreign investors” but said that there “was no date for definite action” to relax its rules concerning UK companies.
Sir Christopher Bland, chairman of BT, the British telecoms company, has put the cost of complying with America’s Sarbanes-Oxley Act on company accounting at up to £10 million a year for a FTSE 100 company. Companies face the cost of hiring staff to ensure compliance with the Act and with SEC rules as well as increased fees for professional advisers.
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