As filed with the Securities and Exchange Commission on September 24, 2008
Registration No. 333-8182
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
CENTRICA PLC
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
ENGLAND AND WALES
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York Mellon
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
William A. Plapinger, Esq. Sullivan & Cromwell LLP One New Fetter Lane London EC4A 1AN 011 44 207 959 8900 | Peter B. Tisne, Esq. Emmet, Marvin & Martin, LLP 120 Broadway New York, New York 10271 (212) 238-3010 |
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(c) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(c) may determine.
The prospectus consists of the proposed revised form of American Depositary Receipt included as Exhibit A to the form of amended and restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of depositary
Introductory Article
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Articles number 15 and 16
securities
(iii) The collection and distribution of dividends
Articles number 12, 14 and 15
(iv) The transmission of notices, reports and proxy
Articles number 11, 15 and 16
soliciting material
(v) The sale or exercise of rights
Article number 13
(vi) The deposit or sale of securities resulting from
Articles number 12 and 17
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the
Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit of
Articles number 2, 3, 4, 5, 6 and 8
withdraw the underlying securities
(x) Limitation upon the liability of the depositary
Articles number 13 and 18
3. Fees and Charges
Article number 7
Item – 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of February 10, 1998, as amended and restated as of __________, 2008, among Centrica plc, The Bank of New York Mellon as Depositary, and all Owners and Beneficial Ownersfrom time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.
Form of Letter Agreement among Centrica plc and The Bank of New York relating to pre-release activities. – Previously Filed.
c.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. – See (a) and (b) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.
e.
Certification under Rule 466. –Not Applicable.
Item - 4.
Undertakings
Previously Filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, September 24, 2008.
Legal entity created by the agreement for the issuance of American Depositary Shares for Ordinary Shares, Nominal Value of 6 14/81 Pence each, of Centrica plc.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Centrica plc has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of London,England on September 24, 2008.
CENTRICA PLC
By: /s/ Ian Grant Dawson
Name: Ian Grant Dawson
Title: General Counsel and Company Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on September 24, 2008.
/s/ Roger Martyn Carr
/s/ Ian Grant Dawson
Roger Martyn Carr
Ian Grant Dawson
Chairman
Authorized U.S. Representative
/s/ William Samuel Hugh Laidlaw
/s/ Nicholas Lawrence Luff
William Samuel Hugh Laidlaw
Nicholas Lawrence Luff
Chief Executive
Principal Accounting Officer
/s/ Helen Alexander
/s/ Moira Lynne Turner
Helen Alexander
Moira Lynne Turner
Non-Executive Director
Principal Financial Officer
/s/ Phillip Keague Bentley
/s/ William Samuel Hugh Laidlaw
Phillip Keague Bentley
William Samuel Hugh Laidlaw
Managing Director, British Gas
Principal Executive Officer
/s/ Mary Elizabeth Francis
Mary Elizabeth Francis
Senior Independent Director
/s/ Nicholas Lawrence Luff
Nicholas Lawrence Luff
Group Finance Director
/s/ Andrew Stewart Mackenzie
Andrew Stewart Mackenzie
Non-Executive Director
/s/ Paul Ashley Rayner
Paul Ashley Rayner
Non-Executive Director
/s/ Paul Steven Walsh
Paul Steven Walsh
Non-Executive Director
/s/ Ian Grant Dawson
Ian Grant Dawson
General Counsel and Company Secretary
/s/ Vincent Mark Hanafin
Vincent Mark Hanafin
Managing Director, Centrica Energy and Europe
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of February 10, 1998, as amended
and restated as of __________, 2008, among Centrica plc, The Bank
of New York Mellon as Depositary, and all Owners and Beneficial Owners
from time to time of American Depositary Shares issued thereunder.
2
Previously Filed.
4
Previously Filed.
