UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 333-11014
i-CABLE COMMUNICATIONS LIMITED
| (Exact name of registrant as specified in its charter) |
Cable TV Tower, 9 Hoi Shing Road, Tsuen Wan, Hong Kong, (852) 2112-6868
| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
Ordinary Shares, par value HK$1.00 per share
American Depositary Shares, each representing 20 Ordinary Shares, par value HK$1.00 per share
| (Title of each class of securities covered by this Form) |
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
Rule 12h-6(a) (for equity securities) | x | Rule 12h-6(d) (for successor registrants) | ¨ | |||
Rule 12h-6(c) (for debt securities) | ¨ | Rule 12h-6(i) (for prior Form 15 filers) | ¨ |
PART I
Item 1. Exchange Act Reporting History
A. i-CABLE Communications Limited (the “Company”) first incurred the duty to file reports under section 13(a) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), in November 1999.
B. The Company has filed or submitted all reports required under Exchange Act section 13(a) or section 15(d) and corresponding Securities and Exchange Commission rules for the 12 months preceding the filing of this Form 15F, including its annual report for the fiscal year ended December 31, 2007.
Item 2. Recent United States Market Activity
The Company’s securities were last sold in the United States in a registered offering under the Securities Act of 1933, as amended (the “Securities Act”) in November 1999.
Item 3. Foreign Listing and Primary Trading Market
A. The Company’s ordinary shares are listed on The Stock Exchange of Hong Kong Limited, or the HKSE, which constitutes the primary trading market for the Company’s ordinary shares.
B. The Company’s ordinary shares were initially listed on the HKSE on November 24, 1999. The Company has maintained the listing of its ordinary shares on the HKSE for at least the 12 months preceding the filing of this Form 15F.
C. For the 12-month period beginning on March 20, 2008 and ending on March 19, 2009 (the “Recent 12-month Period”), both dates inclusive, the average daily trading volume (the “ADTV”) of the Company’s ordinary shares in Hong Kong represented approximately 95.35% of the ADTV on a worldwide basis.
Item 4. Comparative Trading Volume Data
A. The first and last days of the Recent 12-month Period used to meet the requirements of Rule 12h-6(a)(4)(i) are March 20, 2008 and March 19, 2009, respectively.
B. For the Recent 12-month Period, the ADTV of the Company’s American Depository Shares (“ADSs”) (in terms of the underlying number of ordinary shares) in the United States was 15,880 shares and the ADTV of the Company’s ordinary shares on a worldwide basis was 341,502 shares.
C. For the Recent 12-month Period, the ADTV of the Company’s ADSs in the United States (in terms of the underlying number of ordinary shares) as a percentage of the ADTV of the Company’s ordinary shares on a worldwide basis was 4.65%.
D. The Company delisted its ADSs from the Nasdaq Global Market effective June 8, 2007. As of that date, the ADTV of the Company’s ADSs (in terms of the underlying ordinary shares) in the United States as a percentage of the ADTV of the Company’s ordinary shares on a worldwide basis for the preceding 12-month period was 9.36%.
E. The Company has not terminated a sponsored American depositary receipt facility regarding the securities covered by this Form 15F.
F. The source of trading volume information used for determining whether the Company meets the requirements of Rule 12h-6 is Bloomberg L.P.
Item 5. Alternative Record Holder Information
Not applicable.
Item 6. Debt Securities
Not applicable.
Item 7. Notice Requirement
A. The Company disclosed its intent to terminate its duty to file reports under section 13(a) and 15(d) of the Exchange Act in a press release dated April 1, 2009.
B. The press release described above was disseminated by the major newswire service the Company typically uses to publish press release and also published by various news services in the United States. In addition, the press release was posted on the Company’s website and was submitted to the Securities and Exchange Commission on Form 6-K via EDGAR on April 1, 2009.
Item 8. Prior Form 15 Filers
Not applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
The Company will publish the information required under Rule 12g3-2(b)(1)(iii) on its website: http://www.i-cablecomm.com.
PART III
Item 10. Exhibits
Not applicable.
Item 11. Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
(1) The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i); or
(2) It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, i-CABLE Communications Limited has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, i-CABLE Communications Limited certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act, or both.
| i-CABLE Communications Limited | ||
| By: | /s/ William J.H. Kwan | |
| Name: | William J.H. Kwan | |
| Title: | Director and Chief Financial Officer | |
Dated: April 2, 2009