As filed with the Securities and Exchange Commission on September 12, 2008.
Registration No. 333-142607
333-134158
333-124335
333-124333
333-12886
333-11624
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-142607
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-134158
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-124335
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-124333
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-12886
Post Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-11624
UNDER THE SECURITIES ACT OF 1933
IMPERIAL TOBACCO GROUP PLC
(Exact name of Registrant as specified in its charter)
England and Wales |
| Not Applicable |
(State or other jurisdiction of incorporation or |
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organization) |
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Upton Road
Bristol BS99 7UJ, England
+44 117 963 6636
(Address of Principal Executive Offices)
Imperial Tobacco Group International Sharesave Plan
(Full title of the plan)
Robert Burton Associates Ltd. |
| Copies to: |
c/o Commonwealth Brands Inc |
| Paul McCarthy |
900 Church St. |
| Allen & Overy LLP |
Bowling Green, |
| One Bishops Square London E1 6AD, |
Kentucky KY 42101 |
| England |
Attention: John Mercer |
| (+44) 203 088 0000 |
(270) 781 9100 |
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(Name, address, including zip code, and telephone |
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number, including area code, of agent for service) |
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This post-effective amendment shall become effective in accordance with Section 8(c) of the Securities Act of 1933 on such date as the Commission, acting pursuant to said Section 8(c), may determine.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨
(Do not check if a smaller reporting company)
DEREGISTRATION OF SECURITIES
Pursuant to Imperial Tobacco Group PLC’s (the Registrant) undertaking in Item 9 of Part II of the Registration Statements listed below, this Post-Effective Amendment is being filed to deregister all of the Registrant’s American Depositary Shares, each representing two ordinary shares, par value 10 pence per ordinary share, that had been registered for issuance under the following Registration Statements on Form S-8 that remain unsold upon the termination of the offerings covered by each of such Registration Statements:
· File No. 333-142607, pertaining to the registration of 750,000 American Depositary Shares, issuable under the Registrant’s International Sharesave Plan, which was filed with the Securities and Exchange Commission on May 4, 2007.
· File No. 333-134158, pertaining to the registration of 42,000 American Depositary Shares, issuable under the Registrant’s International Sharesave Plan, which was filed with the Securities and Exchange Commission on May 16, 2006.
· File No. 333-124335, pertaining to the registration of 4,882 American Depositary Shares, issuable under the Registrant’s International Sharesave Plan, which was filed with the Securities and Exchange Commission on April 26, 2005.
· File No. 333-124333, pertaining to the registration of 12,500 American Depositary Shares, issuable under the Registrant’s International Sharesave Plan, which was filed with the Securities and Exchange Commission on April 26, 2005.
· File No. 333-12886, pertaining to the registration of 35,591 American Depositary Shares, issuable under the Registrant’s Share Matching Scheme, which was filed with the Securities and Exchange Commission on November 20, 2000.
· File No. 333-11624, pertaining to the registration of 3,546 American Depositary Shares, issuable under the Registrant’s International Sharesave Plan, which was filed with the Securities and Exchange Commission on March 10, 2000.
On July 24, 2008, the Registrant announced its intention to delist its American Depositary Shares from the New York Stock Exchange and that this delisting would be followed by an application to deregister and terminate its reporting obligations under the Securities and Exchange Act of 1934.
As a result, the Registrant has terminated the registration of the American Depositary Shares under the International Sharesave Plan, effective as of the date hereof, thereby ceasing to offer and sell American Depositary Shares under the International Sharesave Plan pursuant to the Registration Statements.
| IMPERIAL TOBACCO GROUP PLC | ||
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| By: | /s/ ROBERT DYRBUS | |
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| Name: | Robert Dyrbus | |
| Title: | Finance Director | |
| Date: | 10 September 2008 | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing an amendment on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Morocco, on September 10th, 2008.
Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments to the Registration Statements have been signed by the following persons in the capacities and on the dates indicated.
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/s/ IAIN NAPIER |
| Chairman and Non- |
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Iain Napier |
| Executive Director |
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/s/ GARETH DAVIS |
| Chief Executive and Director |
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Gareth Davis |
| (principal executive officer) |
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/s/ JEAN-DOMINIQUE COMOLLI |
| Deputy Chairman & Non-Executive Director |
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Jean-Dominique Comolli |
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/s/ ROBERT DYRBUS |
| Finance Director |
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Robert Dyrbus |
| (principal financial officer and accounting |
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/s/ GRAHAM BLASHILL |
| Group Sales & Marketing Director |
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Graham Blashill |
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/s/ ALISON COOPER |
| Corporate Development Director |
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Alison Cooper |
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/s/ BRUNO BICH |
| Non-Executive Director |
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Bruno Bich |
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/s/ KENNETH BURNETT |
| Non-Executive Director |
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Kenneth Burnett |
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/s/ MICHAEL HERLIHY |
| Non-Executive Director |
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Michael Herlihy |
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/s/ PIERRE JUNGELS |
| Non-Executive Director |
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Pierre Jungels |
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/s/ CHARLES KNOTT |
| Non-Executive Director |
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Charles Knott |
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/s/ SUSAN MURRAY |
| Non-Executive Director |
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Susan Murray |
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/s/ BERGE SETRAKIAN |
| Non-Executive Director |
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Berge Setrakian |
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/s/ MARK WILLIAMSON |
| Non-Executive Director |
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Mark Williamson |
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Authorized Representative in the United States: |
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Robert Burton Associates Limited. |
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By: | /s/ JOHN J.MERCER |
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Title: Chief Financial Officer, USA |
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RBC Trustees (C.I.) Limited* |
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By: | /s/ MARK LE SAINT |
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Name: Mark Le Saint |
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Title: Authorized Signatory |
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* As trustee of the Imperial Tobacco Group PLC 2001 Employee Benefit Trust
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