As filed with the Securities and Exchange Commission on February 10, 2023 | Registration No. 333 - 227905 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-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
ORCHARD THERAPEUTICS 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
(877) 248 - 4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street 18th Floor
New York, New York 10168
+1 212 947 7200
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael H. Bison Benjamin Marsh Catherine Magazu Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617) 570-1000 | Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP 1133 Avenue of the Americas New York, New York 10036 (212) 336-2301 |
| 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: ☐
The Registrant hereby amends this Post-Effective Amendment No. 1 to 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 Post-Effective Amendment No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
This Post-Effective Amendment No. 1 to Registration Statement on Form F-6 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. |
| | | | | |
| 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). |
| | | | | |
| | (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 (8); Reverse of Receipt - Paragraphs (20) and (21). |
| | | | | |
| | (xi) | 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). |
Orchard Therapeutics plc (the “Company”) is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, is required to file or submit 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.
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
(a)(i) Form of Amendment No. 1 to the Deposit Agreement, by and among the Orchard Therapeutics plc (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ___ Filed herewith as Exhibit (a)(i).
(a)(ii) Deposit Agreement, dated as of November 2, 2018, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”).___ Filed herewith as Exhibit (a)(ii).
(b) At-the-Market Letter Agreement, dated as of December 12, 2022, by and between the Company and the Depositary. – Filed herewith as Exhibit (b).
(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. ___ None.
(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.
| (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, as proposed to be amended, by and among Orchard Therapeutics plc, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares 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 Post-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 the 10th day of February 2023.
| | Legal entity created by the Deposit Agreement, as proposed to be amended, under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive ten (10) ordinary shares of Orchard Therapeutics plc CITIBANK, N.A., solely in its capacity as Depositary |
| | | |
| | By: | /s/ Leslie DeLuca |
| | | Name: Leslie DeLuca |
| | | Title: Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Orchard Therapeutics 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 Post-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 London, United Kingdom, on February 10, 2023.
| | ORCHARD THERAPEUTICS PLC |
| | | |
| | By: | /s/ Bobby Gaspar |
| | | Name: Bobby Gaspar |
| | | Title: Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Bobby Gaspar and Frank E. Thomas 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 Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on February 10, 2023.
| Signature | | Title |
| | | |
/s/ Bobby Gaspar Bobby Gaspar, M.D., Ph.D. | | Chief Executive Officer and Director (Principal Executive Officer) |
| | | |
/s/ Frank E. Thomas Frank E. Thomas | | President and Chief Operating Officer (Principal Financial Officer and Principal Accounting Officer) |
| | | |
/s/ James A. Geraghty James A. Geraghty | | Chairman of the Board of Directors |
| | | |
/s/ Steven M. Altschuler Steven M. Altschuler, M.D. | | Director |
| | | |
/s/ Joanne T. Beck Joanne T. Beck, Ph.D. | | Director |
| | | |
/s/ John Curnutte John Curnutte, M.D., Ph.D. | | Director |
| | | |
/s/ Marc Dunoyer Marc Dunoyer | | Director |
| | | |
/s/ Charles A. Rowland, Jr. Charles A. Rowland, Jr. | | Director |
| | | |
/s/ Alicia Secor Alicia Secor | | Director |
| | | |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Orchard Therapeutics plc has signed this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 in New York, New York on February 10, 2023.
Authorized U.S. Representative: Cogency Global Inc. | |
| | |
| By: | /s/ Colleen A. De Vries | |
| Name: Colleen A. De Vries | |
| Title: Senior Vice-President on behalf of Cogency Global Inc. | |
Index to Exhibits
| Exhibit | Document | Sequentially Numbered Page |
| | | |
| (a)(i) | Form of Amendment No. 1 to Deposit Agreement | |
| | | |
| (a)(ii) | Deposit Agreement | |
| | | |
| (b) | At-the-Market Letter Agreement | |
| | | |
| | | |
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