SOURCE: CBD Energy Ltd

December 08, 2014 13:45 ET

CBD Energy Announces Receipt of Notice of Delisting by NASDAQ

NEW YORK, NY--(Marketwired - Dec 8, 2014) - CBD Energy Limited (NASDAQ: CBDE) ("CBD") received a notice letter from NASDAQ's Listing Qualifications Department stating that, in light of the commencement of the voluntary administration that was filed in Australia, unless the Company requests an appeal of the determination described in the letter, trading of the Company's common stock would be suspended and a filing would be made by NASDAQ with the SEC to remove the Company's securities from listing and registration on NASDAQ. The Company has filed an appeal of the delisting determination. The appeal and hearing request stays the suspension of the Company's securities and the removal of the Company's securities from listing and registration on NASDAQ pending the Hearing Panel's decision. The hearing is scheduled for January 8, 2015.

This determination of NASDAQ to issue the notice of delisting was based on public interest concerns raised by the:

1) uncertainties regarding the viability and ongoing operational and financial status of the Company in light of the appointment of the Administrator;

2) likelihood that existing security holders will have little or no equity interest in the Company upon conclusion of the Administrator's work;

3) fact that, under Australian law, the Administrator is not required to report to shareholders on the progress or outcome of the VA and that shareholders do not have any opportunity to vote on matters under the purview of the Administrator, including management of the Company and disposition of assets; and

4) Company's ability to sustain compliance with all requirements for continued listing on NASDAQ.

The continued listing criterion which the Company does not currently meet is NASDAQ Listing Rule 5250(c)(1) -- the obligation to timely file periodic financial reports with the SEC and, as a result of the VA process. As a Foreign Private Issuer, the Company is required to file an Annual Report on Form 20-F with the SEC within four months of the end of our fiscal year. Our 2014 fiscal year ended on June 30, 2014 and the Company has not yet filed its Form 20-F. Consequently, we have been in violation of this requirement since November 1, 2014.

About CBD Energy Limited (CBDE)

Established in 1989, CBD Energy Limited is a diversified renewable energy company and a global leader in solar installations. Powered by a management team with deep experience in the energy sector and strong engineering capabilities, CBDE is focused on the integration of residential solar, commercial and industrial solar, small utility scale solar and wind projects, in three principal markets -- Australia, the United Kingdom and the United States. CBDE markets its residential and commercial solar installations under the name Westinghouse Solar, using the WESTINGHOUSE® trademark pursuant to an exclusive, long-term worldwide license.

Headquartered in Sydney, with principal regional offices in London and New York, CBDE has completed projects across four continents in Australia, Fiji, Germany, Italy, New Zealand, Thailand, the United Kingdom and the United States. CBDE has installed more than 17,000 residential systems and developed large renewable energy projects such as the 107MW wind farm in Taralga, NSW. For further information on CBD Energy Limited and Westinghouse Solar, please visit:

www.cbdenergy.com   
www.westinghousesolar.com
www.westinghousesolar.com.au   
www.westinghousesolar.co.uk

Caution Concerning Forward-Looking Statements

This news release contains 'forward-looking statements.' Such forward-looking statements can be identified by, amongst other things, the use of forward-looking language, such as the words 'plan', 'believe', 'expect', 'anticipate', 'intend', 'estimate', 'project', 'may', 'would', 'could', 'should', 'seeks', or 'scheduled to', or other similar words, or the negative of these terms, or other variations of these terms or comparable language, or by discussion of strategy or intentions.

Such forward-looking statements are subject to various risks, including with respect to the completion of the Company's audit and the filing of its annual report on Form 20-F, as well as those set forth in the Corporation's most recent Form F-1, as filed with the U.S. Securities and Exchange Commission (SEC), and involve expectations or beliefs about its actions related to its required filings to the Commission and in response to NASDAQ. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. All forward-looking statements contained in this news release are qualified in their entirety by these cautionary statements and the risk factors described above. Furthermore, all such statements are made as of the date of this release, and CBD Energy Limited assumes no obligation to update or revise these statements unless otherwise required by law.

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