SOURCE: Gerova Financial Group, Ltd.

April 18, 2011 19:18 ET

Gerova Announces Intention to Delist Its Securities From the NYSE

HAMILTON, BERMUDA--(Marketwire - Apr 18, 2011) - Gerova Financial Group, Ltd. ("Gerova") (NYSE: GFC), a diversified financial services company, announced today that it has advised the New York Stock Exchange ("NYSE") of its intention to file a Form 25 with the Securities and Exchange Commission (the "SEC") in order to voluntarily delist from trading on the NYSE its common stock, warrants and units (the "Securities") and to deregister its Securities under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

On Wednesday, February 23, 2011, the NYSE implemented a trading halt in the Securities pending the disclosure of additional information relative to Gerova's operations, management restructuring and business plans, and the staff of the NYSE has been evaluating the suitability for continued listing of the Company's securities on the NYSE. Based on continuing discussions with the staff and evaluation of the circumstances, including the prospect of the continuation of the trading halt or delisting proceedings, the Company's Board of Directors has determined that it is in the best interest of the Company to voluntarily discontinue the NYSE listing of the Securities.

The Company intends to file the Form 25 "Notification of Removal from Listing" on or after Tuesday, April 19, 2011 voluntarily terminating the registration of its Securities under section 12(d) of the Exchange Act. The removal of the class of securities from listing on the exchange shall be effective 10 days after filing the Form 25.

Gerova is already eligible to suspend its Exchange Act reporting requirements as it complies with the rules of the Exchange Act given that each class of its Securities are on a worldwide basis held of record by less than 300 persons.

The Company anticipates that following delisting its common stock, warrants and units will be quoted on the OTC Pink tier of the OTC Marketplace, a centralized electronic quotation service for over-the-counter securities, so long as market makers demonstrate an interest in trading in the Company's stock. However, the Company can give no assurance that trading in its stock will continue on the Pink Sheets or on any other securities exchange or quotation medium.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company, its acquired assets and the Company's business after completion of the transactions consummated in January 2010. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, which are based upon the current beliefs and expectations of the management of the Company, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the Forward-Looking Statements: (i) potential material reductions in the value of a substantial portion of the Company's assets acquired in connection with the business combinations consummated in January 2010; (ii) officers and directors allocating their time to other businesses or potentially having conflicts of interest with the Company's businesses; (iii) success in retaining or recruiting, or changes required in, the Company's officers, key employees or directors; (iv) the potential liquidity and trading of the Company's public securities; (v) the Company's revenues and operating performance; (vi) changes in overall economic conditions; (vii) anticipated business development activities of the Company following consummation of the transactions described above; (viii) risks and costs associated with regulation of corporate governance and disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley Act of 2002); and (ix) other relevant risks detailed in the Company's filings with the SEC. The information set forth herein should be read in light of such risks. Neither the Company nor any target companies or funds we intend to acquire assumes any obligation to update the information contained in this release.

Contact Information

  • Contact:
    Gerova Financial Group, Ltd.
    441-296-7777