PERFORMANCE SPORTS GROUP LTD. (TSE:PSG) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
received notice from the New York Stock Exchange (the NYSE) that
the staff of NYSE Regulation, Inc. (NYSE Regulation) had
determined to commence proceedings to delist the common shares of
the Company (symbol: PSG) (the Common Shares) from the NYSE to
Listed Company Manual Section 802.01D based on the Companys
announcement on October 31, 2016 that it had filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code
in the District of Delaware and commenced proceedings under the
Companies Creditors Arrangement Act in the Ontario Superior Court
of Justice. Trading of the Companys Common Shares on the NYSE was
suspended prior to the opening of trading on October 31, 2016. On
November 18, 2016, the NYSE filed a Form 25 with the U.S.
Securities and Exchange Commission (the SEC), notifying the SEC
of the NYSEs intention to remove the Common Shares from listing
and registration on the NYSE at the opening of business on
November 28, 2016, to the provisions of Rule 12d2-2(b) of the
Securities Exchange Act of 1934.
2016-1077 dated October 31, 2016, and following the conclusion of
the expedited review process, the TSX has determined to delist
the Common Shares (symbol: PSG) at the close of business on
December 8, 2016 for failure to meet the continued listing
requirements of the TSX. Trading of the Common Shares on the TSX
was suspended prior to the opening of trading on October 31,
2016.
and the TSX through to the applicable delisting date; however,
management currently expects that the Common Shares will continue
to be quoted on the U.S. over-the-counter (OTC) markets following
the respective delistings on OTC Pink under the ticker symbol
PSGLQ, which is operated by OTC Markets Group. There is no
assurance that an active market in the trading of the Common
Shares will develop on OTC Pink.
update in accordance with its obligations under the alternative
information guidelines set out in National Policy 12-203 Cease
Trade Orders for Continuous Disclosure Defaults (NP 12-203). As
previously announced, the Company is subject to a management
cease trade order (MCTO) issued by the Ontario Securities
Commission, the Companys principal regulator in Canada, in
connection with the delayed filing of its Annual Report on Form
10-K, including its annual audited financial statements for the
fiscal year ended May 31, 2016 and the related managements
discussion and analysis (collectively, the Annual Filings). The
previously announced internal investigation being conducted on
behalf of the audit committee of the board of directors of the
Company in relation to the finalization of the Companys financial
statements and related certification process (the Investigation)
is in the process of being resumed following a temporary
suspension imposed in an effort to conserve resources and allow
senior management to focus on achieving operational objectives in
the period immediately after the filing of the previously
announced voluntary petitions under Chapter 11 of the United
States Bankruptcy Code in the District of Delaware and the
commencement of proceedings under the Companies Creditors
Arrangement Act in the Ontario Superior Court of Justice and the
Company advises that (i) there have been no material changes to
the information relating to the delayed filing of its Annual
Filings, (ii) it
guidelines of NP 12-203; (iii) except as previously disclosed,
there are no subsequent specified defaults (actual or
anticipated) within the meaning of NP 12-203; and (iv) there is
no other material information concerning the Company and its
affairs that has not been generally disclosed as of the date of
this press release.
trade in the securities of the Company, but restricts the
ability of the Companys Chief Executive Officer and Chief
Financial Officer from trading in securities of the Company
until two full business days after all filings the Company is
required to make under applicable securities law have been made
or further order of the Ontario Securities Commission; however,
the Ontario Securities Commission could determine, in its
discretion, that it would be appropriate to issue a general
cease trade order against the Company affecting all of the
securities of the Company. The MCTO was issued in response to
an application made by the Company in connection with the
Companys delay in filing its Annual Filings by the applicable
filing deadline.
such regulatory and listing updates, which is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
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Exhibit No.
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Description
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99.1
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Press Release, dated November 23, 2016.
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About PERFORMANCE SPORTS GROUP LTD. (TSE:PSG)
Performance Sports Group Ltd. is engaged in the design, manufacture and distribution of performance sports equipment for ice hockey, roller hockey, baseball and softball, lacrosse, as well as related apparel and accessories, including soccer apparel. The Company’s segments include Hockey, Baseball/Softball and Other Sports. The Hockey segment includes the Bauer and Mission brands. The Baseball/Softball segment includes the Easton and Combat brands. Its Other Sports includes the Lacrosse and Soccer operating segments, which includes the Maverik and Cascade brands for Lacrosse, and the Inaria brand for Soccer. The ice hockey products include skates, helmets, protective gear, sticks, team apparel and accessories. The roller hockey products include skates, helmets, protective gear, sticks and accessories. The baseball and softball products include bats, gloves, helmets, protective gear, apparel and accessories. The lacrosse products include sticks, helmets, protective gear and apparel. PERFORMANCE SPORTS GROUP LTD. (TSE:PSG) Recent Trading Information
PERFORMANCE SPORTS GROUP LTD. (TSE:PSG) closed its last trading session 00.00 at 4.69 with 0 shares trading hands.
