Tritium Will Not Appeal Nasdaq Delisting Determination
Tritium DCFC (OTC: DCFCQ), a global developer of DC fast chargers for electric vehicles, announced it will not appeal Nasdaq's decision to delist its securities. On April 18, 2024, Tritium reported insolvency and appointed administrators for itself and three subsidiaries. Receivers and Managers were appointed to oversee most of the Companies' assets and operations. Consequently, Nasdaq determined to suspend trading of Tritium's shares and warrants from April 22, 2024, and initiated delisting procedures, effective May 28, 2024. Trading of Tritium's securities is restricted without administrator consent due to Australian law. Tritium does not plan to challenge this delisting.
- Tritium has proactively appointed experienced administrators and managers from KPMG and McGrath Nicol to oversee restructuring.
- The company's swift action in addressing insolvency may help streamline future recovery and operations post-administration.
- Tritium reported insolvency, affecting the company's financial stability and investor confidence.
- Nasdaq has determined to delist Tritium's securities, effective May 28, 2024, resulting in decreased market visibility and liquidity for investors.
- Trading of Tritium's shares and warrants has been suspended since April 22, 2024, limiting trading options for current shareholders.
- The powers of the directors are suspended during the administration, indicating significant operational control loss.
- Shares transfer restrictions during the voluntary administration could further complicate trading and asset management.
Tritium's decision not to appeal Nasdaq's delisting determination signals profound financial instability. Delisting from a major exchange like Nasdaq drastically reduces the company’s visibility, making it harder to attract investors and secure financing. Moving to over-the-counter (OTC) trading implies reduced liquidity and higher volatility, often leading to a significant drop in stock price.
This delisting follows the company’s insolvency announcement and appointment of administrators and receivers. Insolvency indicates severe cash flow problems, where the company cannot meet its debt obligations. For investors, this poses a high risk of default and potential liquidation. Furthermore, the administrators' suspension of director powers and control over assets underscores the gravity of the situation.
Short-term implications are bleak, given the stock’s likely plunge in value and uncertainty surrounding the company’s operations and financial health. Long-term impacts depend on the administrators' ability to restructure and stabilize the company, which is inherently uncertain. Investors should be cautious, watching for restructuring plans or potential asset sales that could impact recovery prospects.
Understanding that insolvency and delisting are stark warnings, retail investors should evaluate their risk tolerance and consider the potential for further losses.
The appointment of administrators and receivers under the Australian Corporations Act 2001, especially sections 436A and 437F, places Tritium under significant legal constraints. The administrators' control over asset management and the suspension of directors' powers indicate a severe level of oversight necessary to try and salvage the company. The restriction on share transfers without administrator consent—or court approval—serves to protect the company's assets during this turbulent period, aiming to prevent an exodus that could exacerbate financial instability.
From a legal perspective, the delisting from Nasdaq and subsequent filing of Form 25 with the SEC means Tritium’s compliance with international listing regulations is compromised. This has broad implications for shareholder rights and could lead to legal actions from disgruntled investors. Shareholders should be mindful of any developments regarding the administrators' strategies and potential legal ramifications, such as breaches of fiduciary duties or mismanagement claims.
In conclusion, the legal framework established by the administrators is a double-edged sword: it aims to stabilize but also signifies serious financial distress, often preceding drastic measures like asset liquidation or restructuring.
Administrator Requests Halt in Trading of Securities
BRISBANE, Australia, May 22, 2024 (GLOBE NEWSWIRE) -- Tritium DCFC Limited¹ (OTC: DCFCQ) (“Tritium” or the “Company”), a global developer and manufacturer of direct current (“DC”) fast chargers for electric vehicles, previously reported, on April 18, 2024, that the Company and three of its Australian subsidiaries, Tritium Pty Ltd², Tritium Holdings Pty Ltd³ and Tritium Nominee Pty Ltd⁴ (together with the Company, the “Companies”) (i) were insolvent or likely to become insolvent, (ii) a voluntary administrator should be appointed under the Australian Corporations Act 2001 (the “Act”), and (iii) to appoint Peter James Gothard, James Douglas Dampney and William Martin Colwell of KPMG as joint and several administrators (together, the “Administrators”) pursuant to section 436A of the Act. Separately, on 19 April 2024, Shaun Fraser, Matthew Hutton, Kathy Sozou and Jamie Harris of McGrath Nicol were appointed Receivers and Managers of the Companies (excluding Tritium Nominee Pty Ltd.) and have assumed control of the assets, operations and affairs of the Companies subject to their appointment. The powers of the directors of the Companies are suspended during the administration period.
The Company previously reported in its Form 6-K filed with the Securities and Exchange commission on April 18, 2024 that, pursuant to section 437F of the Act, a transfer of shares in the Company during the voluntary administration is void, except with the written consent of the Administrator or if approved by a court with jurisdiction under the Act.
On April 18, 2024, following the Company’s report of the foregoing information, the Nasdaq Stock Market LLC (“Nasdaq”) delivered to the Company a Staff determination letter, providing that Nasdaq had determined that the Company’s securities would be delisted from Nasdaq, trading of the Company’s ordinary shares and warrants would be suspended at the opening of business on April 22, 2024, and Nasdaq would file a Form 25-NSE with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on Nasdaq. Such letter provided that the foregoing actions were in accordance with Nasdaq Listing rules 5101, 5110(b) and IM-5101-1.
On April 24, 2024, the Administrator delivered substantially identical letters to Nasdaq and FINRA, noting the appointment of the Administrator, and informing Nasdaq and FINRA that, as a result of the appointment of the Administrator pursuant to section 437F of the Act, shares in the Company cannot be transferred without the Administrator’s written consent or permission from the Australian Courts; therefore, shares and warrants of the Company should not be traded on Nasdaq or over the counter after April 18, 2024. Such letters further requested that the Company’s securities be placed in a trading halt immediately and until further notice.
On May 12, 2024, Nasdaq advised the Company that, pursuant to Nasdaq’s obligations under Nasdaq Listing Rule 5830 and Rule 12d2-2 promulgated under the Securities Exchange Act of 1934, as amended, Nasdaq would issue a press release on May 15, 2024, stating, among other things, that the Company’s ordinary shares and warrants would be delisted from Nasdaq, Nasdaq would file a Form 25 with the SEC, and the delisting would become effective ten days after the Form 25 is filed. Nasdaq filed the Form 25 on May 16, 2024, and the attachment to such filing provides that Nasdaq has determined to remove from listing the securities of the Company, effective at the opening of the trading session on May 28, 2024.
The Company does not intend to appeal or otherwise challenge the Staff’s determination to delist the Company’s securities from Nasdaq.
About Tritium
Founded in 2001, Tritium (OTC: DCFCQ) designs and manufactures proprietary hardware and software to create advanced and reliable DC fast chargers for electric vehicles. Tritium’s compact and robust chargers are designed to look great on Main Street and thrive in harsh conditions, through technology engineered to be easy to install, own, and use. Tritium is focused on continuous innovation in support of our customers around the world.
For more information, visit tritiumcharging.com.
Forward Looking Statements
This press release includes “forward-looking statements.” The Company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “continue,” “aim” and expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations, hopes, beliefs, intentions, or strategies for the future, including those that relate to the Company’s share price and the trading in its equity securities. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. You should carefully consider the risks and uncertainties described in the documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are outside the Company’s control and are difficult to predict. The Company cautions investors not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except to the extent required by applicable law.
Media Contact
Nick Owens
nowens@sefiani.com.au
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¹ Tritium DCFC Limited has Administrators Appointed and Receivers and Managers Appointed
² Tritium Pty Ltd has Administrators Appointed and Receivers and Managers Appointed
³ Tritium Holdings Pty Ltd has Administrators Appointed and Receivers and Managers Appointed
⁴ Tritium Nominee Pty Ltd has Administrators Appointed only.
FAQ
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