As filed with the United States Securities and Exchange Commission on October 27, 2015
Registration No.: 333-207186
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
Midatech Pharma 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)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
Tel: (212) 894-8800
(Address, including zip code, and telephone number, including area code, of agent for service)
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
It is proposed that this filing become effective under Rule 466
| | o | immediately upon filing |
| | o | on (Date) at (Time) |
If a separate registration statement has been filed to register the deposited shares, check the following box. x
| 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(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1, referred to as Amendment No. 1, to the Registration Statement on Form F-6 (File No. 333-207186) of Midatech Pharma PLC, referred to as the Registration Statement, is being filed solely for the purpose of filing an updated exhibit as indicated in Part II of this Amendment No. 1. This Amendment No. 1 does not modify any other provision of the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| (a) | Form of Deposit Agreement, dated as of , 2015, by and among Midatech Pharma PLC, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – Filed herewith as Exhibit (a). |
| (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 represented thereby. – Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable. |
| (d) | Opinion of counsel to the Depositary as to the legality of the securities being registered. – Previously filed. |
| (e) | Certification under Rule 466. – Not Applicable. |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Previously filed. |
| (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 American Depositary 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) | If the amounts of fees charged are not disclosed in the prospectus, 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 an American Depositary Receipt 30 days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Midatech Pharma PLC, Deutsche Bank Trust Company Americas, as depositary, and the Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts 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 Pre-Effective Amendment No. 1 to 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 October 27 , 2015.
| | Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing two ordinary shares of Midatech Pharma PLC | |
| | | | |
| | Deutsche Bank Trust Company Americas, solely in its capacity as Depositary | |
| | | | |
| | By: | /s/ Jean Paul Simoes | |
| | | Name: Jean Paul Simoes | |
| | | Title: Vice President | |
| | | | |
| | | | |
| | By: | /s/ Michael Curran | |
| | | Name: Michael Curran | |
| | | Title: Vice President | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Midatech Pharma PLC 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 Pre-Effective Amendment No. 1 to the Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Abingdon, Oxfordshire, United Kingdom, on this October 27 , 2015.
| | Midatech Pharma PLC | |
| | | | |
| | By: | /s/ James N. Phillips | |
| | Name: | James N. Phillips | |
| | Title: | Chief Executive Officer | |
| | | | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 1 to the Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on October 27 , 2015.
| Signatures | | Capacity |
/s/ James N. Phillips, MB, ChB | | Chief Executive Officer, Principal Executive Officer |
| James N. Phillips, MB, ChB | | |
| | | |
/s/ Nicholas Robbins-Cherry | | Finance Director, Principal Financial Officer, Principal Accounting Officer |
| Nicholas Robbins-Cherry | | |
| | | |
| /s/ Rolf Stahel* | | Non-Executive Chairman of the Board |
| Rolf Stahel | | |
| | | |
/s/ John Johnston* | | Non-Executive Director |
| John Johnston | | |
| | | |
/s/ Michele Luzi* | | Non-Executive Director |
| Michele Luzi | | |
| | | |
/s/ Pavlo Protopapa* | | Non-Executive Director |
| Pavlo Protopapa | | |
| | | |
| /s/ Simon Turton, Ph.D.* | | Senior Independent Non-Executive Director |
| | |
| | | |
| /s/ Sijmen de Vries, M.D.* | | Non-Executive Director |
| Sijmen de Vries, M.D. | | |
| *By: | /s/ James N. Phillips, MB, ChB | | |
| Name: | James N. Phillips, MB, ChB | | |
| Title: | Power of Attorney | | |
| | | | |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 1 to the Registration Statement on Form F-6 has been signed by the undersigned on this October 27 , 2015.
PUGLISI & ASSOCIATES
| By: | /s/ Donald J. Puglisi | | |
| Name: | Donald J. Puglisi | | |
| Title: | Managing Director | | |
INDEX TO EXHIBITS
Exhibit Number | |
| | |
| (a) Form of Deposit Agreement | |
