JPMorgan Chase Bank, N.A. - ADR Depositary
Filed: 14 Sep 21, 11:00am
As filed with the U.S. Securities and Exchange Commission on September 14, 2021 Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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FORM F-6
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Argo Blockchain plc
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N/A
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England and Wales
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JPMorgan Chase Bank, N.A.
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383 Madison Avenue, Floor 11
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Puglisi & Associates 850 Library Avenue Suite 204 Newark, DE 19711 Telephone: +1-302-738-6680 Attention: Service of Process Department
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| Copies to: | |||
JPMorgan Chase Bank, N.A. 383 Madison Avenue, Floor 11 | Scott R Saks, Esq. Norton Rose Fulbright US LLP | ||
It is proposed that this filing become effective under Rule 466: ¨ immediately upon filing. ¨ on (Date) at (Time)
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| If a separate registration statement has been filed to register the deposited shares, check the following box: x | |||
| CALCULATION OF REGISTRATION FEE | ||||
| Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price Per Unit(1) | Proposed Maximum Aggregate Offering Price(2) | Registration Fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing ten (10) ordinary shares, par value £0.001 per share, of Argo Blockchain plc | 100,000,000 American Depositary Shares | $0.05 | $5,000,000 | $545.50 |
| (1) | Each unit represents ten (10) American Depositary Shares. |
| (2) | 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 Receipts evidencing American Depositary Shares. |
| 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. |
Part I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “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, which is incorporated herein by reference.
| Item 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
CROSS REFERENCE SHEET
| Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |
| (1) Name and address of Depositary | Introductory paragraph and bottom of face of American Depositary Receipt | |
| (2) Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | |
| Terms of Deposit: | ||
| (i) Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | |
| (ii) Procedure for voting, if any, the deposited securities | Paragraphs (6), (11) and (12) | |
| (iii) Collection and distribution of dividends | Paragraphs (4), (5), (7), (10), (11) and (13) | |
| (iv) Transmission of notices, reports and proxy soliciting material | Paragraphs (3), (6), (8), (11) and (12) | |
| (v) Sale or exercise of rights | Paragraphs (4), (5), (7) and (10) | |
| (vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (3), (4), (5), (7), (10), (11) and (13) | |
| (vii) Amendment, extension or termination of the Deposit Agreement | Paragraphs (15), (16) and (17) | |
| (viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs | Paragraph (3) | |
| (ix) Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (1), (2), (4), (5) and (6) | |
| (x) Limitation upon the liability of the Depositary | Paragraphs (14) and (17) | |
| (3) Fees and Charges | Paragraph (7) | |
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| Item 2. | AVAILABLE INFORMATION |
| Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |
| Argo Blockchain plc is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission. These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s internet website at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549. | Paragraph (8) |
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Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 3. | EXHIBITS |
| (a) | Form of Deposit Agreement. Form of Deposit Agreement among Argo Blockchain plc, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder (the “Deposit Agreement”), including the Form of ADR 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 issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
| (d) | Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Not Applicable. |
| (f) | Power of Attorney of certain officers and directors of the Company. Set forth on the signature pages hereto. |
| Item 4. | UNDERTAKINGS |
| (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 thirty (30) days before any change in the fee schedule. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement among Argo Blockchain plc, JPMorgan Chase Bank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) 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 September 14, 2021.
| Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | |||
| By: | JPMORGAN CHASE BANK, N.A., as Depositary | ||
| By: | /s/ Timothy E. Green | ||
| Name: Timothy E. Green | |||
| Title: Vice President | |||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Argo Blockchain 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 the City of London, United Kingdom, on September 14, 2021.
| ARGO BLOCKCHAIN PLC | ||
| By: | /s/ Peter Wall | |
| Name: Peter Wall | ||
| 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 Peter Wall and Alex Appleton to act as 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 such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement and any and all related registration statements under Rule 462(b) of the Securities Act, 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 September 14, 2021.
| Signature | Title |
| /s/ Peter Wall | Chief Executive Officer and Interim Chairman of the Board |
| Peter Wall | (Principal Executive Officer) |
| /s/ Alex Appleton | Chief Financial Officer and Member of the Board |
| Alex Appleton | (Principal Financial Officer and Principal Accounting Officer) |
| /s/ Matthew Shaw | Member of the Board |
| Matthew Shaw | |
| /s/ Colleen Sullivan | Member of the Board |
| Colleen Sullivan | |
| /s/ Maria Perrella | Member of the Board |
| Maria Perrella | |
| /s/ Sarah Gow | Member of the Board |
| Sarah Gow |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Argo Blockchain plc, has signed this Registration Statement on Form F-6 in Newark, Delaware, on September 14, 2021.
| AUTHORIZED U.S. REPRESENTATIVE | ||
| By: | /s/ Donald Puglisi | |
| Name: Donald Puglisi | ||
| Title: Managing Director | ||
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Index to Exhibits