As filed with the Securities and Exchange Commission on January 31, 2011 | Registration No. 333 - |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
(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)
399 Park Avenue
New York, New York 10043
(877) 248 - 4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
IMI Americas Inc.
101 Broadway Street West
Suite 204
Osseo, MN 55369
Attention: James Etter
(763) 488-5401
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael Gilligan, Esq. Allen & Overy LLP 1221 Avenue of the Americas New York, New York 10020 | | Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP 1133 Avenue of the Americas New York, New York 10036 |
| 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 : o
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price Per Unit* | Proposed Maximum Aggregate Offering Price** | Amount of Registration Fee |
American Depositary Shares, each representing the right to receive two (2) ordinary Shares of IMI PLC | 100,000,000 American Depositary Shares | $5.00 | | |
| |
| * | Each unit represents 100 American Depositary Shares. |
| ** | 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 Shares. |
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| 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, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
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 of Depositary and address of its principal executive office | | Face of Receipt - Introductory Article. |
| | | | |
| 2. | Title of Receipts and identity of deposited securities | | Face of Receipt - Top Center. |
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| | Terms of Deposit: | | |
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| | (i) | The amount of deposited securities represented by one American Depositary Share ("ADSs") | | Face of Receipt - Upper right corner. |
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| | (ii) | The procedure for voting, if any, the deposited securities | | Reverse of Receipt - Paragraphs (16) and (17). |
| | | | | |
| | (iii) | The collection and distribution of dividends | | Reverse of Receipt - Paragraph (14). |
| | | | | |
| | (iv) | The transmission of notices, reports and proxy soliciting material | | Face of Receipt - Paragraph (13); Reverse of Receipt - Paragraph (16). |
| | | | | |
| | (v) | The sale or exercise of rights | | Reverse of Receipt – Paragraphs (14) and (16). |
| | | | | |
| | (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (14) and (18). |
| | | | | |
| | (vii) | Amendment, extension or termination of the deposit agreement | | Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions). |
| | | | | |
| | (viii) | Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs | | Face of Receipt - Paragraph (13). |
| | | | | |
| | (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | | Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10). |
Item Number and Caption | | Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus |
| | | |
| | (x) | Limitation upon the liability of the Depositary | | Face of Receipt - Paragraph (7); Reverse of Receipt - Paragraphs (19) and (20). |
| | | | |
| 3. | Fees and charges which may be imposed directly or indirectly on holders of ADSs | | Face of Receipt - Paragraph (10). |
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Item 2. AVAILABLE INFORMATION | | Face of Receipt - Paragraph (13). |
As set forth in Section (13) of the Form of Receipt, the Company publishes information in English required to maintain the exemption from registration pursuant to Rule 12g3-2(b) under the United States Securities Exchange Act of 1934, as amended, on its internet website or through an electronic information delivery system generally available to the public in the Company's primary trading market. The electronic information delivery system the Company uses for the publication of such information is the Regulatory News Service of the London Stock Exchange (“RNS”). As of the date hereof the Company's internet website is www.imiplc.com. The information so published by the Company cannot be retrieved from the internet website of the United States Securities and Exchange Commission (the “Commission”), and cannot be inspe cted or copied at the public reference facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington, D.C. 20549.
PROSPECTUS
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 on Form F-6 and is incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| | (a) | Form of Deposit Agreement, by and among IMI plc, (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). — 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. — 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 for the Depositary as to the legality of the securities to be registered. — Filed herewith as Exhibit (d). |
| | (e) | Certificate under Rule 466. — None. |
| | (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. — Set forth on the signature pages hereto. |
Item 4. UNDERTAKINGS
| | (a) | The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, 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 amount of fees charged is 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 ADS thirty (30) days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, by and among IMI plc, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be 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 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 31st day of January, 2011.
| | Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing two (2) ordinary Shares, with a nominal value of 25p per Share, of IMI plc. CITIBANK, N.A., solely in its capacity as Depositary | |
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| | By: | /s/ Robert Franz | |
| | | Name: Title: | Robert Franz Vice President | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, IMI 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 Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Birmingham, United Kin gdom, on January 24, 2011.
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| | By: | /s/ Douglas Hurt | |
| | | Name: Title: | Douglas Hurt | |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Martin Lamb, Douglas Hurt, Roy M. Twite, Ian Whiting and John O’Shea, and each of them (with full power in each of them to act alone), his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all supplements and amendments (including post-effective amendments) to this Registration Statement, and to file such supplements and amendments, with all exhibits thereto and other documents in connection therewith, with the United St ates Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on January 24, 2011.
| Signature | | Title |
| | | |
| /s/ Norman B.M. Askew | | Chairman |
| Name: Norman B.M. Askew | | |
| | | |
| /s/ Martin Lamb | | Chief Executive Officer and Director |
| Name: Martin Lamb | | (Principal Executive Officer) |
| | | |
| /s/ Douglas Hurt | | Finance Director |
| Name: Douglas Hurt | | (Principal Financial Officer and Accounting Officer) |
| | | |
| /s/ Roy M. Twite | | Executive Director |
| Name: Roy M. Twite | | |
| Signature | | Title |
| | | |
| /s/ Ian Whiting | | Executive Director |
| Name: Ian Whiting | | |
| | | |
| /s/ Kevin S. Beeston | | Non-Executive Director |
| Name: Kevin S. Beeston | | |
| | | |
| /s/ Terry M. Gateley | | Non-Executive Director |
| Name: Terry M. Gateley | | |
| | | |
| /s/ Anita Frew | | Non-Executive Director |
| Name: Anita Frew | | |
| | | |
| /s/ Robert Stack | | Non-Executive Director |
| Name: Robert Stack | | |
| | | |
| /s/ James Etter | | Authorized U.S. Representative |
| Name: James Etter | | |
Index to Exhibits
| Exhibit | Document | Sequentially Numbered Page |
| | | |
| (a) | Form of Deposit Agreement | |
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| (d) | Opinion of counsel to the Depositary | |
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