Form 15F-12B - Securities registration termination of foreign private issuers [Section 12(b)]

 

 

 

 

 

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15F

CERTIFICATION

 

OF A FOREIGN PRIVATE

 

ISSUER’S TERMINATION

 

OF

 

REGISTRATION OF A

 

CLASS OF SECURITIES UNDER SECTION 12(g) OF

 

THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION

 

OF THE

 

DUTY TO FILE REPORTS UNDER SECTION 13(a)

 

OR SECTION 15(d)

 

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-16429

ABB Ltd.

(Exact name of registrant as specified in its charter)

Affolternstrasse 44,

 

CH-8050, Zurich, Switzerland

 

Telephone: [phone]

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

American Depositary Shares, each representing one Registered Share

3.8% Notes due 2028

 

4.375% Notes due 2042

 

(Title of each class of securities covered by this Form)

 

Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the

Securities Exchange Act of 1934:

Rule 12h-6(a)

☒

(for equity securities)

Rule 12h-6(d)

⬜

(for successor registrants)

Rule 12h-6(c)

☒

(for debt securities)

Rule 12h-6(i)

⬜

(for prior Form 15 filers)

PART

 

I

Item 1. Exchange Act Reporting History

A

.

 

ABB Ltd. (the “Company”) first incurred the duty to file reports under Section 13(a) or

Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on April 3, 2001,

when it filed a registration statement on Form 20-F with the Securities and Exchange Commission (“SEC”).

On May 12, 2023, the Company filed a Form 25 with the SEC in connection with its delisting from the New

York

 

Stock Exchange (the “NYSE”) of the American Depositary Shares, each representing one registered

share, par value CHF 0.12, of the Company (“ADSs”). The Form 25 became effective 10 days after its filing,

on May 23, 2023, and terminated the NYSE listing of the ADSs and the Company’s

 

Section 12(b) reporting

obligation.

 

B.

 

The Company has filed or submitted all reports required under Section 13(a) or Section

15(d) of the Exchange Act and corresponding SEC rules for the 12-month period preceding the filing of this

Form 15F. The Company

 

has filed at least one annual report on Form 20-F under Section 13(a).

Item 2. Recent United States Market Activity

The Company last sold securities in the United States in a registered offering under the Securities

Act of 1933, as amended (the “Securities Act”), on March 26, 2018, when it sold, pursuant to a registration

statement on Form F-3, 2.8% Notes due 2020, 3.375% Notes due 2023 and 3.8% Notes due 2028 through its

wholly owned finance subsidiary, ABB Finance (USA) Inc.

 

(“Finance Sub”), which were fully and

unconditionally guaranteed by the Company.

Item 3. Foreign Listing and Primary Trading

 

Market

A.

 

The Company’s registered shares are listed on the SIX Swiss Exchange,

 

located in

Switzerland, and the NASDAQ OMX Stockholm Exchange, located in Sweden, which constitute the primary

trading market for such shares. The debt securities that are the subject of this Form 15F (“the Notes”) are not

listed on any exchange.

B.

 

The Company’s registered shares were first listed on the SIX Swiss Exchange

 

on June 28,

1999, and on the NASDAQ OMX Stockholm Exchange on June 22, 1999. The Company has maintained the

listings of its registered shares on such exchanges since such dates, which are more than 12 months

preceding the filing of this Form 15F.

C.

 

During the 12-month period beginning June 1, 2023, and ending May 31, 2024, 50.8% and

7.3% of trading in the Company’s registered shares occurred in,

 

on or through the facilities of the SIX Swiss

Exchange and the NASDAQ OMX Stockholm Exchange, respectively.

Item 4. Comparative Trading

 

Volume

 

Data

A.

 

The 12-month period used to meet the requirements of Rule 12h-6(a)(4)(i) started on June 1,

2023, and ended on May 31, 2024 (both inclusive) (the “Applicable Period”).

B.

 

The average daily trading volume (“ADTV”) of the ADSs in the United States (in terms of

the underlying number of registered shares) for the Applicable Period was 255,435 shares. The ADTV of the

registered shares of the Company on a worldwide basis for the Applicable Period was 10,494,707 shares.

The ADTV of the ADSs in the United States (in terms of the underlying number of registered shares) for the

Applicable Period was 2.4% of the ADTV of the registered shares of the Company worldwide for the

Applicable Period.

C.

 

The Company delisted the ADSs from the NYSE effective May 23, 2023. As of such date,

the ADTV of the ADSs in the United States (in terms of the underlying number of registered shares) was

13.5% of the ADTV of the registered shares of the Company worldwide.

 

 

 

 

 

D.

 

The Company converted its ADS program from a sponsored Level II program into a

sponsored Level I program on May 23, 2023. As of such date, the ADTV of the ADSs in the United States

(in terms of the underlying number of registered shares) was 13.5% of the ADTV of the registered shares of

the Company worldwide.

E.

 

The source of the trading volume information used for determining whether the Company

meets the requirements of Rule 12h-6 is Bloomberg L.P.

Item 5. Alternative Record Holder Information

Not applicable.

Item 6. Debt Securities

As of May 31, 2024, a date within 120 days prior to the filing of this Form 15F,

 

the number of

record holders of the Notes worldwide are set forth below.

 

The Notes are issued by Finance Sub and are fully

and unconditionally guaranteed by the Company.

Series of Debt Securities

Number of

Record Holders

Worldwide

US$383,000,000

 

3.8% Notes due 2028

31

US$609,000,000

 

4.375% Notes due 2042

28

The number of record holders of the Notes on a worldwide basis was determined on the basis of the records

of the Depository Trust Company as of May 31, 2024.

Item 7. Notice Requirement

A.

 

Pursuant to Rule 12h-6(h), the Company disclosed its intent to terminate its duty to file

reports under Section 13(a) and Section 15(d) of the Exchange Act by means of a press release issued on

June 10, 2024.

B.

 

The press release described above was disseminated by EQS Disclosure/Newswire, the

service the Company typically uses to publish its press releases in the United States, which disseminated the

release to major newswire services in the United States. Additionally,

 

the press release was published on the

Company’s Internet website. A copy of the press release is also

 

attached as Exhibit 1.1 to this Form 15F.

Item 8. Prior Form 15 Filers

Not applicable.

PART

 

II

Item 9. Rule 12g3-2(b) Exemption

The Company will publish information required under Rule 12g3-2(b)(1)(iii) on its Internet website

at www.abb.com.

PART

 

III

Item 10. Exhibits

1.1

Press release dated June 10, 2024

.

Item 11. Undertakings

The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the

effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that

causes it reasonably to believe that, at the time of filing the Form 15F:

(1)

 

The average daily trading volume of its subject class of securities in the United States

exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for

the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);

(2)

 

Its subject class of securities was held of record by 300 or more United States residents or

300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or

(3)

 

It otherwise did not qualify for termination of its Exchange Act reporting obligations under

Rule 12h-6.

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ABB Ltd. has duly authorized

the undersigned person to sign on its behalf this certification on Form 15F.

 

In so doing, ABB Ltd. certifies

that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for

terminating its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section

13(a) or Section 15(d) of the Exchange Act, or both.

Date: June 10, 2024

ABB LTD

By:

/s/ Timo Ihamuotila

Name:

Timo Ihamuotila

Title:

Chief Financial Officer

By:

/s/ Richard A. Brown

Name:

Richard A. Brown

Title:

Chief Counsel Corporate & Finance

1/1

Exhibit 1.1

—

ZURICH, SWITZERLAND,

 

JUNE 10,

 

2024

ABB files to voluntarily deregister and

suspend SEC reporting obligations

On May 23, 2023, ABB delisted its American Depositary Receipts (ADRs) from the New York

 

Stock

Exchange. In the period between June 1, 2023 and May 31, 2024, the 12-month US Average

 

Daily

Trading Volume

 

(ADTV) in ABB’s ADRs has fallen to below 5

 

percent of the ADTV worldwide.

ABB now meets the requirements to apply to deregister and terminate the reporting obligations for its

debt and equity instruments under the U.S. Securities Exchange Act of 1934, as amended (the “U.S.

Exchange Act”).

 

ABB is voluntarily filing today with the SEC a Form 15F to suspend immediately its reporting

obligations under the U.S. Exchange Act. The deregistration and termination of its reporting

obligations is expected to become effective 90 days after the filing, unless withdrawn by the Company

or objected to by the SEC. The Company will continue to comply with its financial reporting and

other obligations pursuant to applicable stock exchange listing rules – in particular the Listing Rules

of SIX Swiss Exchange and the Nasdaq Stockholm Rulebook.

ABB

 

is a technology leader in electrification and automation, enabling a more sustainable and

resource-efficient future. The company’s

 

solutions connect engineering know-how and software to

optimize how things are manufactured, moved, powered and operated. Building on over 140 years of

excellence, ABB’s more than 105,000 employees are committed to driving

 

innovations that accelerate

industrial transformation. www.abb.com

—

For more information please contact:

Media Relations

Phone: [phone]

Email: [e-mail]

Investor Relations

Phone: [phone]

Email: [e-mail]

ABB Ltd

Affolternstrasse 44

8050 Zurich

Switzerland

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