EAST PROVIDENCE – The board of directors of Capital Properties Inc. (Amex: CPI), the local real estate management and petroleum-storage company, has decided to voluntarily delist its common stock.
The company – which recently posted a third-quarter profit of $478,000, an increase of 43.54 from a year ago (READ MORE) – Friday notified NYSE Euronext’s Amex (formerly the American Stock Exchange) that it intends to delist the stock. Capital Properties will file a Form 25 with Amex and the U.S. Securities and Exchange Commission on or about Dec. 1, company officials said.
The company previously had considered – and obtained approval for, at a special shareholder meeting – taking the company private via a 75-to-1 reverse stock split. At the same meeting, shareholders approved amendments to the company’s articles of incorporation that would allow the addition of certain transfer and ownership restrictions on the company’s stock; an increase in total shares of Class A common stock to 10 million from the previous 6 million; and the creation of a new class of common stock, to be called Class B.
The reverse stock split would have brought the company below the U.S. Securities and Exchange Act’s 300-shareholders threshold for public companies and their more-stringent financial reporting requirements.
After obtaining shareholder approval, however, “the board of directors determined that, given the fact that the number of shareholders of record of the company’s common stock is approximately 670, it would be unable to reduce the number of shareholders through the reverse stock split below 300,” Capital Properties said.
Therefore, “after considering the cost to the company … and the relatively small benefit to be derived,” the board opted not to implement the reverse split.
Instead, Capital Properties decided to delist its shares from Amex, “so that the company may issue the Class B common stock approved by the shareholders.”
The Class A shares’ last day of trading on Amex is expected to fall on or about Dec. 11, Capital Properties said. Thereafter, “the company expects that its shares of Class A common stock will be quoted on the OTCQX” – New York City-based Pink OTC Markets Inc.’s upper-tier over-the-counter bulletin board for companies able to satisfy financial and disclosure standards – where the stock will be assigned a new, four-character symbol.
Capital Properties Inc. (Amex: CPI) is a $5.8 million company based in East Providence. It and its subsidiaries operate in two segments: leasing, both of commercial real estate in downtown Providence and of outdoor advertising sites along highways in Rhode Island and Massachusetts; and petroleum storage at the Capital terminal and Wilkesbarre Pier in East Providence, which are leased to Global Companies LLC.
OTCQX is a new market tier of the over-the-counter bulletin boards organized by Pink OTC Markets Inc. Additional information is available at www.otcqx.com.
