As filed with the Securities and Exchange Commission on January 20, 2010
Registration No. 333-11658
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 2 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
BERKELEY TECHNOLOGY LIMITED
(Formerly known as London Pacific Group Limited)
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Jersey, Channel Islands
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street
New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
__________
The Bank of New York Mellon
ADR Division
One Wall Street, 29th Floor
New York, New York, 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
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EXPLANATORY NOTE
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of depositary
Introductory Article
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Articles number 15, 16 and 18
securities
(iii) The collection and distribution of dividends
Articles number 4, 12, 13, 15 and 18
(iv) The transmission of notices, reports and proxy
Articles number 11, 15, 16, and 18
soliciting material
(v) The sale or exercise of rights
Articles number 13, 14, 15, and 18
(vi) The deposit or sale of securities resulting from
Articles number 12, 13, 15, 17
dividends, splits or plans of reorganization
and 18
(vii) Amendment, extension or termination of the
Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit of
Articles number 2, 3, 4, 5, 6, 8 and
withdraw the underlying securities
22
(x) Limitation upon the liability of the depositary
Articles number 13, 18, 19 and 21
3. Fees and Charges
Articles number 7 and 8
Item – 2.
Available Information
Public reports furnished by issuer
Article number 11
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of September 25, 1992, as amended and restated as of November 24, 1993, as further amended and restated as of March 14, 2000, as further amended and restated as of June 24, 2002 among London Pacific Group Limited, The Bank of New York, as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder. -- Filed previously.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – 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. -- See (a) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously.
e.
Certification under Rule 466. – Filed herewith as Exhibit 5.
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 ADRs, 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 ADR thirty days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 20, 2010.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares of Berkeley Technology Limited.
By: The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. Di Giovanni
Name: Joanne F. Di Giovanni
Title: Vice President
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Pursuant to the requirements of the Securities Act of 1933, Berkeley Technology Limited has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in San Francisco, California, on January 20, 2010.
Berkeley Technology Limited
By:/s/ Robert A. Cornman
Name: Robert A. Cornman
Title: Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on January 20, 2010.
/s/ Arthur I. Trueger
Chairman and Chief Executive Officer
Arthur I. Trueger
(principal executive, financial and accounting officer)
___________________________________
Director
The Viscount Hugh Trenchard
/s/ Harold Hughes
Director
Harold Hughes
/s/ Victor Hebert
Director
Victor Hebert
/s/ Robert A. Cornman
Authorized Representative in the United States
Robert A. Cornman
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INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
5 | Certificate under Rule 466. | |
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