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: 0-30690
EUROTRUST A/S
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(Exact name of registrant as specified in its charter)
Kokhlom 3, DK 6000 Kolding Denmark
Tel: +45-7550-2475
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
American Depository Shares, evidenced by American Depository Receipts, each
representing one (1) ordinary share of EuroTrust A/S, nominal value DKK7.50
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(Title of each class of securities covered by this Form)
Please place an X in the 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) |_| Rule 12h-6(d) |_|
(for equity securities) (for successor registrants)
Rule 12h-6(c) |_| Rule 12h-6(i) |X|
(for debt securities) (for prior Form 15 filers)
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PART I
Item 1. Exchange Act Reporting History
A. EuroTrust A/S, a corporation organised under the laws of Denmark
(the "Company") first incurred the duty to file reports under Section 13(a) or
Section 15a(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") on August 22, 1997 when the Company's American Depository Shares were
listed on the NASDAQ National Market.
B. The Company effected suspension of its duty to file reports under
Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") on pursuant to its filing of Form 15 on May 31, 2007, and
accordingly has not filed or submitted any reports with the Securities and
Exchange Commission ("SEC") for the twelve months preceding the filing of this
Form 15F.
The Company has filed annual reports under Section 13(a) of the Exchange Act
since the fiscal year 1997.
Item 2. Recent United States Market Activity
The Company's securities were last sold in the United States in a registered
offering under the Securities Act of 1933, as amended (the "Securities Act")
during the twelve months preceding the filing of this form. The Company's
securities were sold in the United States in a registered offering under the
Securities Act in 1997 pursuant to a registration statement on Form F-1 (File
No. 333-7092), filed on June 20, 1997.
Item 3. Foreign Listing and Primary Trading Market
A. The Company's ordinary shares are listed on the AIM market of the
London Stock Exchange ("AIM") in the United Kingdom, which singly constitutes
the primary trading market for the ordinary shares.
B. The Company's ordinary shares were listed initially on AIM on May
30, 2007. The Company has maintained a listing of its ordinary shares on
AIM for at least the 12 months preceding the filing of this form.
C. For the 12-month period beginning June 1, 2007 and ending May 31,
2008, the average daily trading volume ("ADTV") of the Company's common shares
in on-exchange transactions on AIM represented approximately 100% of ADTV on a
worldwide basis.
Item 4. Comparative Trading Volume Data
Not applicable.
Item 5. Alternative Record Holder Information
As of the close of business on June 9, 2008, there were 148 United States
resident record holders of the Company's ordinary shares.
Item 6. Debt Securities
Not applicable.
Item 7. Notice Requirement
Not applicable.
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Item 8. Prior Form 15 Filers
The Company filed Form 15 to suspend its reporting obligations under the
Exchange Act on May 31, 2007, and prior to the effective date of Rule 12h-6 of
the Exchange Act.
PART II
Item 9. Rule 12g3-2(b) Exemption
The address of our internet website is www.eurotrust.dk.
PART III
Item 10. Exhibits
Not applicable.
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 five 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(h)(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.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
EuroTrust A/S has duly authorized the undersigned person to sign on its behalf
this certification on Form 15F. In so doing, EuroTrust A/S 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.
EUROTRUST A/S
By: /s/ Robert Skjodt
Date: June 9, 2008 ------------------------------------
Robert Skjodt
Chief Executive Officer