| As filed with the Securities and Exchange Commission on October 18, 2006 | Registration No. 333-
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
SAGE GROUP 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)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
388 Greenwich Street
New York, New York 10013
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of Depositary’s principal executive offices)
Citibank, N.A.
Depositary Receipts Services
388 Greenwich Street – 14th Floor
New York, NY 10013
212-816-6690
(Name, address, including zip code, and telephone number, including area code of agent for service)
________________________________
Copies to:
Patricia Brigantic, Esq.
Citibank, N.A.
388 Greenwich Street, 19th Floor
New York, New York 10013
__________________________________________________
It is proposed that this filing become effective under Rule 466:
| þ | immediately upon filing. |
If a separate registration statement has been filed to register the deposited shares, check the following boxo.
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered | Amount to be
Registered | Proposed Maximum
Aggregate Offering
Price Per Unit (1) | Proposed
Maximum Aggregate
Offering Price (2) | Amount of
Registration
Fee |
| American Depositary Shares (“ADSs”) evidenced by American Depositary Receipts (“ADRs”), each ADS representing four ordinary shares, without par value, of Sage Group plc. | 50,000,000 | $5.00 | $2,500,000.00 | $267.50 |
| (1) | Each unit represents 100 American Depositary Shares. |
| (2) | 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 such ADRs evidencing such American Depositary Shares. |
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PART I
INFORMATION REQUIRED IN PROSPECTUS
American Depositary Shares
for Common Stock,
without par value,
of
Sage Group plc
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
| Item Number and Caption | | Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus |
| | | | | | |
| 1. | Name and address of depositary | | Face of Receipt - Introductory paragraph |
| | | | | | |
| 2. | Title of American Depositary Receipts and identity of deposited securities | | Face of Receipt - Top center |
| | | | | | |
| Terms of Deposit: | | | |
| | | | | | |
| | (i) | The amount of deposited Securities represented by one American Depositary Share | | Face of Receipt - Upper right corner |
| | | | | | |
| | (ii) | The procedure for voting, if any, the deposited securities | | Reverse of Receipt -Paragraphs 12 and 14 |
| | | | | | |
| | (iii) | The collection and distribution of dividends | | Reverse of Receipt - Paragraphs 13 |
| | | | | | |
| | (iv) | The transmission of notices, reports and proxy soliciting material | | Reverse of Receipt - Paragraphs 11 and 12 |
| | | | | | |
| | (v) | The sale or exercise of rights | | Reverse of Receipt - Paragraphs 13 and 14 |
| | | | | | |
| | (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Reverse of Receipt - Paragraphs 13 and 16 |
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| | (vii) | Amendment, extension or termination of the deposit agreement | | Reverse of Receipt - Paragraphs 18 and 19
(no provision for extension) |
| | | | | | |
| | (viii) | Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of Receipts | | Face of Receipt - Paragraph 3 |
| | | | | | |
| | (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | | Face of Receipt - Paragraphs 1, 2, 4 and 6;
Reverse of Receipt - Paragraphs 15, 16 and 17 |
| | | | | | |
| | (x) | Limitation upon the liability of the Depositary | | Face of Receipt - Paragraphs 1, 2, 4 and 7;
Reverse of Receipt - Paragraphs 16 and 17 |
| | | | | | |
| 3. | Fees and charges which may be imposed directly or indirectly on holders of Receipts | | Reverse of Receipt - Paragraph 20 |
| | | | | | |
| Item 2. AVAILABLE INFORMATION | | Reverse of Receipt - Paragraph 11 |
As set forth in Paragraph 11 of the Form of Receipt constituting the prospectus attached hereto as Exhibit A, Sage Group plc furnishes the Securities and Exchange Commission (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, as amended. These public reports and documents can be inspected by holders of Receipts and copied at the public reference facilities maintained by the Commission at 100 F. Street, Room 1580, N.E., Washington, D.C. 20549 and at the principal executive office of the Depositary.
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PROSPECTUS
| | THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS EXHIBIT (A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY RECEIPTS, IN ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND EXCHANGE COMMISSION. | |
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Deposit Agreement. - The agreement between CITIBANK, N.A., as depositary (the "Depositary"), and all holders from time to time of American Depositary Receipts evidencing American Depositary Shares registered hereunder is contained in the form of the American Depositary Receipt itself, constituting the Prospectus filed as Exhibit A to this Registration Statement.
(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities. – None.
(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. – None.
(d) Opinion of counsel to the Depositary, as to the legality of the securities to be registered. – Filed herewith as Exhibit (d).
(e) Certification under Rule 466. – Filed herewith as Exhibit (e).
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 Receipts, any reports and communications received from the issuer of the deposited securities 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 undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of a Receipt thirty (30) days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 18th day of October, 2006.
| | Legal entity created by the agreement contained in the American Depositary Receipts evidencing American Depositary Shares, each American Depositary Share representing four ordinary shares, without par value, of Sage Group plc. |
| | | |
| | CITIBANK, N.A., as Depositary |
| | | |
| | | |
| | By: | /s/ Richard Etienne |
| | |
|
| | Name: | Richard Etienne |
| | Title: | Vice President |
Index to Exhibits
| Exhibit | | Document | | Sequentially
Numbered Page |
| | | | | |
| (a) | | Form of American Depositary Receipt | | |
| | | | | |
| (d) | | Opinion of Counsel to the Depositary | | |
| | | | | |
| (e) | | Certification under Rule 466 | | |
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