Prime Acquisition Corp. (“Prime” or the “Company”) (NASDAQ: Common Stock: “PACQ”, Units: “PACQU”, Warrants: “PACQW”), a company focused on building a portfolio of diversified, high yield-producing assets, and privately held bhn LLC (“bhn”), the manager responsible for managing the assets of Prime, today announced that, on October 4, 2013, the Company received a letter from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) stating that Nasdaq’s staff (the “Staff”) had determined that Prime was not in compliance with all of the initial listing requirements following the completion of its business combination. Specifically, the Staff determined that Prime was not in compliance with Listing Rule 5505(a)(3), which requires that the Company maintain a minimum of 300 public holders for the continued listing of its securities on Nasdaq; Listing Rule 5505(b)(1), which requires that the Company meet the minimum $15 million market value of public float requirement; Listing Rule 5505(b)(2), which requires the Company meet the minimum $50 million market value of listed securities and the minimum $15 million market value of publicly held shares requirements; and Listing Rule 5505(b)(3), which requires the Company have net income of at least $750,000 in the most recently completed fiscal year or two of the three most recently completed fiscal years. On October 9, 2013, the Company received another letter from the Nasdaq Hearings Panel (the “Panel”) indicating that the Panel had determined to delist the Company’s securities from The Nasdaq Capital Market. Beginning on October 11, 2013, Prime’s shares, warrants and units will be suspended from trading on Nasdaq and are expected to begin trading on the OTC Bulletin Board on October 11, 2013, under the symbols “PACQF,” “PAQWF” and “PAQUF,” respectively. About Prime Acquisition Corp. Prime Acquisition Corp. is a Cayman Islands corporation focused on building a portfolio of high yield-producing assets, including green certificates from solar plants and quality commercial real estate assets in Europe.
About bhn LLCBhn LLC is the manager responsible for managing the assets of Prime and is the U.S.-based affiliate of bhn S.r.l., a leading financial and strategic advisory boutique based in Milan specializing in mergers and acquisitions, debt management and restructuring, capital markets and real estate. The company focuses primarily on European opportunities in Italy, Spain and Greece. Forward Looking Statements This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Prime Acquisition Corp., bhn LLC, and their combined business. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Prime’s and bhn’s managements, 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 meaningfully differ from those set forth in the forward-looking statements:
- Continued compliance with government regulations;
- Changing legislation or regulatory environments;
- Requirements or changes affecting the businesses in which bhn is engaged;
- Industry trends, including factors affecting supply and demand;
- Labor and personnel relations;
- Credit risks affecting the combined business’ revenue and profitability;
- Changes in the real estate industry;
- Bhn’s ability to effectively manage its growth, including implementing effective controls and procedures and attracting and retaining key management and personnel;
- Changing interpretations of generally accepted accounting principles;
- General economic conditions; and
- Other relevant risks detailed in Prime’s filings with the Securities and Exchange Commission.