SAO PAULO, Aug. 8, 2019
/PRNewswire/ -- Estre Ambiental, Inc. (NASDAQ: ESTR) (the
"Company"), the publicly traded parent company of Estre
Ambiental S.A. (together with the Company and its subsidiaries,
"Estre"), announces that it has received a notification
letter from the Listing Qualifications Department of The Nasdaq
Stock Market LLC ("Nasdaq") dated August 5, 2019 indicating that the Company no
longer meets the continued listing requirement of maintaining a
minimum Market Value of Publicly Held Shares ("MVPHS") for
the Nasdaq Global Market, as set forth in the Nasdaq Listing Rule
5450(b)(2)(C) or 5450(b)(3)(C), because the market value of the
Company's publicly held ordinary shares for the last 30 consecutive
business days was below the minimum MVPHS requirement of
US$15,000,000. In addition, the
Company has also received a notification letter from the Listing
Qualifications Department of Nasdaq dated August 7, 2019 indicating that the Company no
longer meets the continued listing requirement of maintaining a
minimum bid price of US$1.00 per
share for the Nasdaq Global Market, as set forth in the Nasdaq
Listing Rule 5450(a)(1), because the closing bid price of the
Company's listed ordinary shares for the last 30 consecutive
business days was below the minimum bid price requirement of
US$1.00 per share.
Under Nasdaq rules, "Publicly Held Shares" is calculated as
total shares outstanding, less any shares held directly or
indirectly by officers, directors or any person who is the
beneficial owner of more than 10% of the total shares outstanding
of the Company.
Pursuant to Rule 5810(c)(3)(D) of the Nasdaq Listing Rules, the
Company has a compliance period of 180 calendar days, or until
February 3, 2020 (the "Compliance
Period"), to regain compliance with Nasdaq's minimum MVPHS
requirement and pursuant to Rule 5810(c)(3)(A) of the Nasdaq
Listing Rules, the Company has the Compliance Period to regain
compliance with Nasdaq's minimum bid price requirement. If at any
time during the Compliance Period, the Company's MVPHS closes at
US$15,000,000 or more for a minimum of ten consecutive business
days or the bid price for the Company's ordinary shares is at least
US$1.00 for a minimum of ten consecutive business days, Nasdaq will
provide the Company a written confirmation of compliance and the
relevant matter will be closed.
In addition, if the Company does not regain compliance with the
minimum bid price requirement by the expiry of the Compliance
Period, Nasdaq may, at its discretion, grant an additional 180 days
in order for the Company to regain compliance with the minimum bid
price requirement if the Company (i) meets the continued listing
requirement for MVPHS and all other initial listing standards for
the Nasdaq Capital Market with the exception of the bid price
requirement and (ii) provides written notice of its intention to
cure the deficiency during the second 180-day compliance
period by effecting a reverse share split if necessary.
In the event the Company does not regain compliance with Rule
5450(b)(2)(C) or 5450(b)(3)(C) and Rule 5450(a)(1) prior to the
expiry of the Compliance Period or does not qualify for the second
compliance period in respect of Rule 5450(a)(1), the Company will
receive written notification that its securities are subject to
delisting from the Nasdaq Global Market. At that time, the Company
may appeal the delisting determination to a Hearing's Panel of
Nasdaq.
The Company has been listed on the Nasdaq Global Market since
December 21, 2017. During the
Compliance Period, the Company's ordinary shares will continue to
be listed and trade on the Nasdaq Global Market. During the
Compliance Period, the Company intends to continue to monitor the
bid price for its ordinary shares and the MVPHS and may, if
appropriate, consider implementing available options, including,
but not limited to, implementing a reverse share split of its
outstanding ordinary shares. No assurance can be provided that the
Company's ordinary shares will trade at levels necessary to regain
and maintain compliance with the above-referenced MVPHS and minimum
bid price rules before the expiry of the Compliance Period. During
the course of the Compliance Period, the Company will also evaluate
a possible transfer of its public listing of ordinary shares from
the Nasdaq Global Market to the Nasdaq Capital Market. The Nasdaq
Capital Market is a continuous trading market that operates in
substantially the same manner as the Nasdaq Global Market where
listed companies must meet certain financial requirements
(including a US$1,000,000 minimum
MVPHS requirement and a US$1.00
minimum bid price requirement) and comply with Nasdaq's corporate
governance requirements.
Forward-Looking Statements
This press release may contain forward-looking statements. These
statements are not historical facts, and are based on management's
current view, estimates and projections of future events and trends
that currently affect or might affect the Company's business,
financial position, results of operations, cash flow and prospects.
Statements regarding the implementation of future actions,
including with respect to its financial results, plans, strategies
and management, and the factors or trends affecting financial
condition, liquidity or results of operations, are examples of
forward-looking statements. Forward-looking statements are subject
to a number of risks and uncertainties including, but not limited
to, failure to comply with laws, regulations and contractual
obligations, including obligations as a result of the Company's
listing on the Nasdaq; the ability of the Company to restructure
its existing indebtedness; the outcome of judicial and
administrative proceedings to which Estre is or may become a party,
such as class actions or tax assessments brought by governmental
and regulatory agencies, or governmental investigations to which
Estre may become subject that could interrupt or limit Estre's
operations, result in adverse judgments, settlements or fines and
create negative publicity; changes in the company's management and
directors; the company's indebtedness and liquidity position; the
ability of the Company to execute its business plan and strategies,
including responding to changing market conditions and making
adjustments to operate at a smaller scale; the effectiveness of the
Company's risk management policies and procedures, including
operational risk; the outcome of competitive bidding processes and
the costs associated with termination or non-renewal of contracts;
general economic and market conditions, industry conditions; and
other operating factors. Forward-looking statements are based on
many assumptions and factors, and any changes in such assumptions
or factors could cause future events, including the Company's
results of operations, to differ materially from current
expectations.
Contacts
Investor Relations
ir@estre.com.br
+55 11 2124 3100
Media Relations
press@estre.com.br
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SOURCE Estre Ambiental, Inc.