As Filed with the Securities and Exchange Commission on August 12, 2003. Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
LIBERTY INTERNATIONAL 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
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
Timothy F. Keaney
The Bank of New York
101 Barclay Street, 22nd Floor
New York, NY 10286
Telephone (212) 815-2129
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
William H. Gump., Esq. Willkie Farr & Gallagher 787 7th Avenue New York, NY 10019 (212) 728-8000 | Susan Folger Liberty International PLC 40 Broadway London SWIH 0BT United Kingdom (44) (0) 20 7960 1200 |
For Further Information Contact:
Timothy F. Keaney
The Bank of New York
101 Barclay Street, 22nd Floor
New York, NY 10286
Telephone (212) 815-2129
It is proposed that this filing become effective under Rule 466
immediately upon filing
on (Date) at (Time)
If a separate statement has been filed to register the deposited shares, check the following box.
CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be registered | Amount to be registered | Proposed maximum Aggregate price per unit (1) | Proposed maximum aggregate offering price (1) | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share evidencing one ordinary shares of Liberty International PLC. | 50,000,000 American Depositary Shares | $.05 | $2,500,000 | $202.25 |
(1)
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
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 become effective in accordance with Section 8(a) 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(a), may determine.
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
(1) Name and address of Depositary | Introductory Paragraph |
(2) Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center |
Terms of Deposit: | |
(i) The amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt - upper right corner |
(ii) The procedure for voting, if any, the deposited securities | Paragraphs (15) and (16) |
(iii) The collection and distribution of dividends | Paragraphs (12), (14) and (15) |
(iv) The transmission of notices, reports and proxy soliciting material | Paragraphs (11), (15), (16) and (24) |
(v) The sale or exercise of rights | Paragraph (13) |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (12) and (17) |
(vii) Amendment, extension or termination of the Deposit Agreement | Paragraphs (20) and (21) |
(viii) Rights of holders of receipts to inspect the transfer books of the Depositary and the list of holders of receipts | Paragraph (11) |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (2), (3), (4), (5), (6), (8) and (22) |
(x) Limitation upon the liability of the Depositary | Paragraphs (13) and (18) |
(3) Fees and Charges | Paragraph (7) |
Item 2. Available Information
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
2(a) Statement that Liberty International PLC furnishes the Commission with certain public reports and documents required by foreign law or otherwise under Rule 12g3-2(b) under the Securities Exchange Act of 1934 and that such reports and documents can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C. | Paragraph (11) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
(1) Form of Deposit Agreement (including the form of American Depositary Receipt), dated as of [DATE], among Liberty International PLC (the "Issuer"), The Bank of New York, as Depositary (the "Depositary"), and each Owner and Beneficial Owner from time to time of American Depositary Receipts ("ADRs") issued thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities being registered.
Item 4. Undertakings
(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the Issuer which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the Issuer.
(b) The Depositary hereby undertakes to notify each registered holder of an ADR at least thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of New York, on behalf of the legal entity created by the Deposit Agreement, dated as of _____________, 2003, among Liberty International PLC, The Bank of New York, as Depositary, and each Owner and Beneficial Owner of an American Depositary Receipt issued thereunder 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on August 5, 2003.
By:THE BANK OF NEW YORK,
as Depositary
By:
\s\ Vincent J. Cahill, Jr.
Name: Vincent J. Cahill, Jr.
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Liberty International PLC has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England on July 30, 2003.
LIBERTY INTERNATIONAL PLC
By:
\s\ David Fischel
Name: David Fischel
Title: Chief Executive
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by or on behalf of the following persons in the capacities indicated on July 30, 2003.
Name
Title
\s\ Donald Gordon
Chairman
Donald Gordon
\s\ David Fischel
Chief Executive and Director
David Fischel
(Principal Executive Officer)
\s\ Aidan Smith
Finance Director
Aidan Smith
(Principal Financial Officer)
\s\ John Saggers
Director
John Saggers
\s\ John Abel
Director
John Abel
\s\ Peter Badcock
Director
Peter Badcock
\s\ Robin Baillie
Director
Robin Baillie
\s\ Kate Bowyer
Group Financial Controller
Kate Bowyer
(Principal Accounting Officer)
_________________________
Director
David Bramson
_________________________
Director
Robin Buchanan
_________________________
Director
Patrick Burgess
_________________________
Director
Graeme Gordon
_________________________
Director
Douglas Leslie
_________________________
Director
Michael Rapp
\s\ Vincent J. Cahill, Jr.
Authorized Representative in the United States
The Bank of New York
By: Vincent J. Cahill, Jr.
Vice President
INDEX TO EXHIBITS
ExhibitNumber | ||
(1) | Form of Deposit Agreement, dated as of [DATE], among the Issuer, the Depositary and each Owner and Beneficial Owner from time to time of ADRs issued thereunder. | |
(4) | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities being registered. |
