SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rules 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
for the month of September 2009
Commission file Number: 1-15154
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover 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 Rule 101(b)(1):
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):
THIS REPORT ON FORM 6-K (EXCEPT FOR ANY NON-GAAP FINANCIAL MEASURE AS SUCH TERM IS DEFINED IN REGULATION G UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENTS ON FORM S-8 (FILE NO. 333-13462 AND NO. 333-139900) AND ON FORM F-3 (FILE NO. 333-151308) OF ALLIANZ SE AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
Allianz intends to delist from NYSE and European stock exchanges and to focus trading of its shares on market with highest liquidity
Fewer listings reduce complexity
Notification of intention to delist submitted to NYSE
London, Milan, Paris and the Swiss Exchange shall follow
Allianz SE has provided written notice to the New York Stock Exchange (NYSE) of its intention to voluntarily delist its American Depositary Shares (ADS) and its 8.375% Undated Subordinated Callable Bonds (Bonds) from the NYSE. Delistings of Allianzs ordinary shares from the stock exchanges in London, Milan, Paris and the Swiss Exchange shall follow in due course.
With this move, Allianz will focus the trading of its share in particular on the Frankfurt Xetra trading platform as the market with the highest liquidity. In recent years, trading of Allianz shares on non-German stock exchanges accounted on average for significantly less than 5% of the total trading of Allianz shares, despite the fact that approximately 70% of Allianz shares are held by investors outside of Germany. The delistings will have no impact on the strategic orientation of Allianz nor on its presence in the individual geographic markets.
Allianz adjusts to international trading practices and by doing so reduces the complexity of its presence in the capital markets. The vast majority of international investors already uses our listing in Frankfurt to buy and sell Allianz shares, says Paul Achleitner, Member of the Board of Management of Allianz SE.
The last trading day of the ADS (ticker symbol AZ) and the Bonds (ticker symbol AZM) on the NYSE is currently expected to be on or about October 23, 2009. As soon as practicable following the delisting of the ADS and the Bonds, Allianz intends to file a Form 15F with the U.S. Securities and Exchange Commission to deregister and terminate its reporting obligations under Section 13(a) and 15(d) of the U.S. Securities Exchange Act of 1934.
Allianz has not arranged for the listing of its ADS, ordinary shares or the Bonds on another U.S. securities exchange or for the quotation of its ordinary shares or the Bonds in a quotation medium in the United States. However, Allianz intends to maintain its American Depositary Receipt program on a so-called Level I basis in order to enable investors to trade ADS in the U.S. over-the-counter (OTC) market. Allianz currently expects that its ADS will be quoted on OTCQX, the premium sector of the U.S. OTC market. Allianz furthermore expects Bank of America Merrill Lynch and Citigroup Global Markets Inc. to continue to make a market in the Bonds.
Munich, September 22, 2009
80802 Munich; Germany
Fax: +49.89.3800.2114 / 2016
Chairman of the Supervisory Board: Dr. Henning Schulte-Noelle.
Board of Management: Michael Diekmann, Chairman;
Dr. Paul Achleitner, Oliver Bäte, Clement B. Booth, Enrico Cucchiani,
Dr. Joachim Faber, Dr. Christof Mascher, Dr. Gerhard Rupprecht,
Jean-Philippe Thierry, Dr. Werner Zedelius.
For VAT-Purposes: VAT-Registration Number: DE 129 274 114; Insurance services are exempt from VAT.
Allianz SE, Munich, Comm.Reg.: Munich HRB 164232
For further information please contact:
These assessments are, as always, subject to the disclaimer provided below.
Cautionary Note Regarding Forward-Looking Statements
The statements contained herein may include statements of future expectations and other forward-looking statements that are based on managements current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. In addition to statements which are forward-looking by reason of context, the words may, will, should, expects, plans, intends, anticipates, believes, estimates, predicts, potential, or continue and similar expressions identify forward-looking statements. Actual results, performance or events may differ materially from those in such statements due to, without limitation, (i) general economic conditions, including in particular economic conditions in the Allianz Groups core business and core markets, (ii) performance of financial markets, including emerging markets, and including market volatility, liquidity and credit events (iii) the frequency and severity of insured loss events, including from natural catastrophes and including the development of loss expenses, (iv) mortality and morbidity levels and trends, (v) persistency levels, (vi) the extent of credit defaults, (vii) interest rate levels, (viii) currency exchange rates including the Euro/U.S. Dollar exchange rate, (ix) changing levels of competition, (x) changes in laws and regulations, including monetary convergence and the European Monetary Union, (xi) changes in the policies of central banks and/or foreign governments, (xii) the impact of acquisitions, including related integration issues, (xiii) reorganization measures, and (xiv) general competitive factors, in each case on a local, regional, national and/or global basis. Many of these factors may be more likely to occur, or more pronounced, as a result of terrorist activities and their consequences. The matters discussed herein may also be affected by risks and uncertainties described from time to time in Allianz SEs filings with the U.S. Securities and Exchange Commission. The company assumes no obligation to update any forward-looking statement.
No duty to update
The company assumes no obligation to update any information contained herein.
Allianz SE is member of Transparency International Germany and supports the Principles of the United Nations Global Compact and the OECD Guidelines for Multinationals through its Code of Conduct. Allianz SE is one of the leaders of the insurance sector in the Dow Jones Sustainability Index, listed in FTSE4GOOD and in the Carbon Disclosure Leadership Index (Carbon Disclosure Project, CDP6).
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 authorized.
Date: September 22, 2009
/s/ Stephan Theissing
|Title:||Head of Group Treasury and Corporate Finance|
/s/ Dr. Peter Hemeling
|Name:||Dr. Peter Hemeling|