As filed with the Securities and Exchange Commission on May 13, 2019 | 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
BICYCLE THERAPEUTICS LIMITED1
(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
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Lee Kalowski
Bicycle Therapeutics Limited
B900, Babraham Research Campus
Cambridge CB22 3AT
United Kingdom
+44 1223 261503
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Kristopher D. Brown James Xu Jonathan A. Schur Goodwin Procter LLP 620 Eighth Avenue New York, NY 10018 (212) 813-8800 | Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP
|
| It is proposed that this filing become effective under Rule 466: | ☐ | immediately upon filing. | |
| ☐ | on (Date) at (Time). |
If a separate registration 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* | Proposed Maximum Aggregate Offering Price** | Amount of Registration Fee |
| American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) Ordinary Share of Bicycle Therapeutics plc (the “Company”) | 100,000,000 ADSs | $5.00 | $5,000,000 | $606.00 |
* Each unit represents 100 ADSs. ** 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 ADSs.
| ||||
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. | ||||
______________________________
1The issuer intends to alter its legal status under English law from a private limited company to a public limited company and to change its name to “Bicycle Therapeutics plc.” This registration statement will be amended to reflect such changes prior to effectiveness.
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.
ii
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”) | |||
| 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. | ||
| Terms of Deposit: | ||||
| (i) | The amount of deposited securities represented by one American Depositary Share ("ADSs") | Face of Receipt - Upper right corner. | ||
| (ii) | The procedure for voting, if any, the deposited securities | Reverse of Receipt - Paragraphs (17) and (18). | ||
| (iii) | The collection and distribution of dividends | Reverse of Receipt - Paragraph (15). | ||
| (iv) | The transmission of notices, reports and proxy soliciting material | Face of Receipt - Paragraph (14); Reverse of Receipt - Paragraph (18). | ||
| (v) | The sale or exercise of rights | Reverse of Receipt– Paragraphs (15) and (17). | ||
| (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 (15) and (17). | ||
| (vii) | Amendment, extension or termination of the deposit agreement | Reverse of Receipt - Paragraphs (23) and (24) (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 (14). | ||
I-1
Item Number and Caption | Location in Form of American Depositary Receipt (“Receipt”) | |||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10). | ||
| (x) | Limitation upon the liability of the Depositary | Face of Receipt - Paragraph (8); Reverse of Receipt - Paragraphs (20) and (21). | ||
| 3. | Fees and charges which may be imposed directly or indirectly on holders of ADSs | Face of Receipt - Paragraph (11). | ||
| Item 2. | AVAILABLE INFORMATION | Face of Receipt - Paragraph (14). | ||
The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
I-2
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.
I-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 3. | EXHIBITS |
| (a) | Form of Deposit Agreement, by and among Bicycle Therapeutics 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. |
II-1
| 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. |
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among Bicycle Therapeutics 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 13th day of May 2019.
Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one (1) ordinary share of Bicycle Therapeutics Limited. | ||
CITIBANK, N.A., solely in its capacity as Depositary | ||
| By: | /s/ Leslie DeLuca | |
| Name: Leslie DeLuca | ||
| Title: Attorney-in-Fact | ||
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Bicycle Therapeutics Limited 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, inCambridge, United Kingdom, on May 13, 2019.
BICYCLE THERAPEUTICS LIMITED | ||
| By: | /s/ Kevin Lee | |
| Name: Kevin Lee, Ph.D., MBA | ||
| Title: Chief Executive Officer | ||
II-4
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Kevin Lee and Lee Kalowski to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 attorney-in-fact and agent, or his/her substitute or 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 May 13, 2019.
| Signature | Title | |
/s/ Kevin Lee | Chief Executive Officer and Member of the Board | |
| Kevin Lee, Ph.D., MBA | (Principal Executive Officer) | |
/s/ Lee Kalowski | Chief Financial Officer (Principal Financial | |
| Lee Kalowski, MBA | Officer and Principal Accounting Officer) | |
/s/ Pierre Legault | Chairman and Director | |
| Pierre Legault, MBA, CPA | ||
/s/ Michael Anstey | Director | |
| Michael Anstey, DPhil | ||
/s/ Catherine Bingham | Director | |
| Catherine Bingham, MBA |
II-5
| Signature | Title | |
/s/ Deborah Harland | Director | |
| Deborah Harland, Ph.D., MBA | ||
/s/ Anja König | Director | |
| Anja König, Ph.D. | ||
/s/ Eashwar Krishnan | Director | |
| Eashwar Krishnan | ||
/s/ Carolyn Ng | Director | |
| Carolyn Ng, Ph.D. | ||
/s/ Jason Rhodes | Director | |
| Jason Rhodes, MBA | ||
/s/ Sir Gregory Winter | Director | |
| Sir Gregory Winter, FRS | ||
/s/ Lee Kalowski | Authorized Representative in the U.S. | |
| Lee Kalowski |
II-6
Index to Exhibits
| Exhibit | Document | Sequentially Numbered Page |
| (a) | Form of Deposit Agreement | |
| (d) | Opinion of counsel to the Depositary | |