Tokyo, January 31, 2014 -- Ricoh Company, Ltd. (“Ricoh”) announced today that its Board of Directors has resolved to apply for deregistration of its shares under the U.S. Securities Exchange Act of 1934 (“Exchange Act”).
1. Reason for Deregistration
In August 1980, Ricoh filed its first Form 20-F, which includes its consolidated financial statements, to the Securities and Exchange Commission for issuing convertible debentures in the U.S. and to allow those who have exercised their rights to register, issue and circulate their shares through American Depository Receipts (“ADR”) in the U.S. over-the-counter market. Since then, Ricoh has made efforts to enhance disclosures for shareholders and investors with the goal of deepening their understanding of Ricoh, in addition to complying with the disclosure requirements of U.S. securities laws and regulations, providing financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and establishing internal controls in accordance with the Sarbanes-Oxley Act of 2002. Meanwhile, the external environment has significantly changed as indicated by the increases in trading volume of Japanese stocks through stock exchanges in Japan by overseas investors due to the internationalization of the Japanese financial and capital markets, as well as the narrowing of the gap between U.S. and Japanese disclosure standards with respect to financial reporting due to a series of amendments to Japanese laws and regulations and accounting standards.
In light of these changes in the market environment, Ricoh has decided to apply for deregistration of its shares under the Exchange Act.
|February 2014||Ricoh to file Form 15F with the SEC to terminate Ricoh’s reporting obligations under the Exchange Act|
|May 2014||Deregistration with SEC to become effective
Termination of Ricoh’s reporting obligations under the Exchange Act to become effective
Note: The schedule provided above including the anticipated effective dates may be delayed if the SEC objects or requests an extended review or for other reasons.
3. Future Plans
Ricoh will continue to disclose financial statements and other information, in English, on its website to ensure that its overseas shareholders and investors will continue to have appropriate information about Ricoh, irrespective of the termination of its reporting obligations under the Exchange Act. Furthermore, starting from the fiscal year ending March 31, 2014, Ricoh will prepare its consolidated financial statements of annual report under Financial Instruments and Exchange Law in accordance with International Financial Reporting Standards (“IFRS”), in place of the U.S. GAAP previously adopted.
After deregistration of its shares under the Exchange Act, Ricoh intends to maintain its American Depositary Receipt Program in the U.S., and therefore anticipates that its ADSs will continue to be traded in the U.S. on the over-the-counter market.
|(Contact Information for Inquiries Regarding Ricoh's ADSs)|
|The Bank of New York Mellon|
|Phone||：||1-888-BNY-ADRS (1-888-269-2377, toll free in USA)|
|1-201-680-6825 (Outside USA)|
|Shareowner Service Representatives are available Monday through Friday, from 8:00 a.m. to 8:00 p.m. Eastern Time in the United States.|