UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
Commission File No. 333 - 141113
CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
BRITANNIA BULK PLC
(Exact name of registrant as specified in its charter)
Dexter House
2nd Floor
2 Royal Mint Court
London EC3N 4QN
United Kingdom
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
11% Senior Secured Notes due 2011
(Title of each class of securities covered by this Form)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12h-6(a) | o |
| Rule 12h-6(d) | o |
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| Rule 12h-6(c) | x |
| Rule 12h-6(i) | o |
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On March 14, 2007, the Company completed a registered exchange offer pursuant to which it issued $185,000,000 in aggregate principal amount of Senior Secured Notes in exchange for the Original Notes. The exchange offer was registered pursuant to a Registration Statement on Form F-4 (SEC No. 333-141113), which was declared effective by the SEC on March 9, 2007. Since this time, the Company has not conducted any other registered offerings of securities under the Securities Act.
Not applicable.
Not applicable.
The Senior Secured Notes have been issued in the form of global securities which have been deposited with Wilmington Trust Company, as book-entry depository, on behalf of The Depositary Trust Company
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(“DTC”), as depositary, and registered in the name of Cede & Co., and The Bank of New York, as book-entry depository, on behalf of Euroclear S.A./N.V. (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”), as depositaries, and registered in the name of the nominees of the common depositary for Euroclear and Clearstream. All beneficial interests in the Senior Secured Notes are represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC, Clearstream and Euroclear. According to Global Bondholder Services Corporation, as of July 21, 2008, the Senior Secured Notes were held by 22 direct participants of DTC, Euroclear and Clearstream.
All of the Original Notes and Senior Secured Notes have been redeemed in full by the Company. As a result, there are no holders of record of the Original Notes and Senior Secured Notes as of July 25, 2008.
On July 24, 2008, the Company published a notice, as required by Rule 12h-6(h) under the Exchange Act, disclosing, among other things, its intent to terminate its reporting obligations under Section 15(d) of the Exchange Act. A copy of such notice is furnished hereto as Exhibit 99.1.
The Company used the international news wire service Business Wire to disseminate such notice in the United States. Such notice was also furnished to the Commission under cover of Form 6-K on July 24, 2008.
Not applicable.
Not applicable.
99.1 Press Release Dated July 24, 2008
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
(1) The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);
(2) Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or
(3) It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.
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EXHIBIT INDEX
Exhibit No. |
| Description of Document |
99.1 |
| Press Release Dated July 24, 2008 |
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, Britannia Bulk Plc has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Britannia Bulk Plc certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.
| BRITANNIA BULK PLC | |
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| By: | /s/ Fariyal Khanbabi |
| Name: | Fariyal Khanbabi |
| Title: | Chief Financial Officer |
Date: July 25, 2008
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