FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
FURNISHED PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
25 April 2007
BRITISH AIRWAYS Plc
(Registrant's Name)
Waterside HBA3,
PO Box 365
Harmondsworth UB7 0GB
United Kingdom
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule101(b)(1)
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7)
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organised (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
CONTENTS
1. 'Intent to delist from NYSE'
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorised.
BRITISH AIRWAYS Plc
By: /s/_________________________
Name: Alan Buchanan
Title:Company Secretary
Date 25 April 2007
INDEX TO EXHIBITS
Exhibit No. Description
1. 'Intent to delist from NYSE'
British Airways Announces Intent to Delist from New York Stock Exchange (NYSE)
and to Deregister and Terminate its U.S. Reporting Obligations under the
Securities Exchange Act of 1934
British Airways Plc (LSE: BAY, NYSE: BAB) (the "Company") announced today that
its board of directors approved the delisting of its American Depositary Shares,
each representing the right to receive ten ordinary shares of the Company (the "
ADSs"), from the New York Stock Exchange (the "NYSE") and the deregistration of
the Company and termination of its reporting obligations under the Securities
Exchange Act of 1934 (the "Exchange Act").
The Company has provided written notice to the NYSE of its intent to delist. The
Company intends to file a Form 25 with the SEC on or about 8 May, 2007, to
effect the delisting. By operation of law, the delisting will be effective ten
days after this filing (unless the Form 25 is earlier withdrawn by the Company).
The Company reserves the right to delay the filing of the Form 25 or withdraw
the Form 25 for any reason prior to its effectiveness.
The Company intends to file a Form 15F with the SEC to deregister and terminate
its reporting obligations under the Exchange Act as soon as practicable
following June 4, 2007, the date when the revised SEC rules on deregistration
become effective. By operation of law, the deregistration will be effective 90
days after the filing, unless the Form 15F is earlier withdrawn by the Company.
The Company reserves the right to delay the filing of the Form 15F or withdraw
the Form 15F for any reason prior to its effectiveness.
The Company intends to maintain its American Depositary Receipt facility with
Citibank as a Level I programme. This means that the Company's ADSs will be
traded on the over-the-counter market. Accordingly, the Company has not arranged
for the listing of its ADSs or ordinary shares on another national securities
exchange or for the quotation of its ADSs or ordinary shares in a quotation
medium in the United States. The Company's ordinary shares will continue to
trade on the London Stock Exchange.
Keith Williams, Chief Financial Officer said: "British Airways will continue to
comply with the Combined Code on Corporate Governance and the UKLA Listing
Rules. As only three per cent of our shares are held in the ADS programme and
the average trading volume for the year ended 31 March, 2007 was less than five
per cent, it no longer makes sense from a cost and administrative perspective to
submit to the reporting obligations under the Exchange Act. This decision is
entirely consistent with our strategy of simplification as it reduces cost and
complexity without in any way detracting from the integrity of our governance
and control processes."
The Company expects to continue to publish its Annual Report and Accounts and
other documents and communications in accordance with Exchange Act Rule 12g3-2
on its Investor Relations website www.bashares.com.
The board has decided to delist from the NYSE and deregister under the Exchange
Act in accordance with the new SEC rules to reduce both the costs and complexity
of complying with two sets of regulations that are substantively quite similar.
This is in line with the company's strategy of simplification which it has been
pursuing since the Future Size and Shape programme was announced in 2002 and
should reduce its costs by around GBP10m annually (including GBP5m paid to
external parties).
ends
April 25, 2007 056/KG/07
Notes to editors:
At the time of its privatisation in 1987, British Airways had its primary
listing on the London Stock Exchange and acquired secondary listings on the New
York and Toronto Stock Exchanges. The company delisted from the Toronto Stock
Exchange in December 2001.
The NYSE listing brings with it an obligation to report the company's results in
accordance with US GAAP in addition to reporting in accordance with
International Financial Reporting Standards.
Earlier this month, the United States Securities and Exchange Commission ("SEC")
published new rules enabling foreign issuers whose average trading volumes were
low to deregister. The British Airways ADS programme is very small, accounting
for less than three per cent of the issued share capital, and the average
trading volume is below the five percent test laid down by SEC in the new rules.
Certain information included in these statements is forward-looking and involves
risks and uncertainties that could cause actual results to differ materially
from those expressed or implied by the forward looking statements.
Forward-looking statements include, without limitation, projections relating to
results of operations and financial conditions and the Company's plans and
objectives for future operations, including, without limitation, discussions of
the Company's Business Plan programs, expected future revenues, financing plans
and expected expenditures and divestments. All forward-looking statements in
this report are based upon information known to the Company on the date of this
report. The Company undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise.
It is not reasonably possible to itemize all of the many factors and specific
events that could cause the Company's forward looking statements to be incorrect
or that could otherwise have a material adverse effect on the future operations
or results of an airline operating in the global economy. Information on some
factors which could result in material difference to the results is available in
the Company's SEC filings, including, without limitation the Company's Report on
Form 20-F for the year ended March 2006.