Registration No. 333- ____
As Filed with the Securities and Exchange Commission on December 1, 2005
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
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United Utilities PLC
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
England
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
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The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, NY 10286
Telephone (212)-495-1784
(Address, including zip code, and telephone number, including area code,
of agent for service)
It is proposed that this filing become effective under Rule 466
|X| immediately upon filing
|_| on (Date) at (Time)
If a separate statement has been filed to register the deposited shares,
check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of each class of Amount Aggregate price per unit aggregate registration
Securities to be registered to be registered (1) offering price (1) fee
- ------------------------------------------------------- ---------------- ------------------------ ------------------ ---------------
American Depositary Shares evidenced by American 25,000,000 $.05 $1,250,000 $147.13
Depositary Receipts, each American Depositary Share American
evidencing two ordinary shares of United Utilities PLC. Depositary
Shares
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(1) 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.
As permitted by Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to the Depositary Shares
registered under Registration Statement on Form F-6 (No. 333-8238) previously
filed by the registrant.
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The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit
(1) to this Registration Statement, which is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Location in Form of
American Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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(1) Name and address of Depositary Introductory Paragraph
(2) Title of American Depositary Receipts and Face of American Depositary Receipt, top center
identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities Face of American Depositary Receipt - upper right corner
represented by one unit of American
Depositary Shares
(ii) The procedure for voting, if any, the Paragraphs (15) and (16)
deposited securities
(iii) The collection and distribution of Paragraphs (12), (13) and (15)
dividends
(iv) The transmission of notices, reports Paragraphs (11), (15) and (16)
and proxy soliciting material
(v) The sale or exercise of rights Paragraph (14)
(vi) The deposit or sale of securities Paragraphs (12) and (17)
resulting from dividends, splits or
plans of reorganization
(vii) Amendment, extension or termination of Paragraphs (20) and (21)
the Deposit Agreement
(viii) Rights of holders of receipts to inspect Paragraph (11)
the transfer books of the Depositary and
the list of holders of receipts
(ix) Restrictions upon the right to deposit Paragraphs (2), (3), (4), (5), (6) and (8)
or withdraw the underlying securities
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Location in Form of
American Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Paragraphs (14) and (18)
Depositary
(3) Fees and Charges Paragraph (7)
Item 2. Available Information
Location in Form of
American Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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2(a) Statement that United Utilities PLC -- is Paragraph (11)
subject to the periodic reporting requirements
of the Securities Exchange Act of 1934 and,
accordingly, files certain reports with the
Commission -- and that such reports can be
inspected by holders of American Depositary
Receipts and copied at public reference
facilities maintained by the Commission in
Washington, D.C.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
*(1) Form of Deposit Agreement (including the form of American Depositary
Receipt), dated as of January 28, 1998, among United Utilities PLC (the
"Issuer"), The Bank of New York, as Depositary (the "Depositary"), and each
Owner and holder from time to time of American Depositary Receipts ("ADRs")
issued thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as
to the legality of the securities being registered.
(5) Certification under Rule 466.
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 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) The Depositary hereby undertakes to notify each registered holder of
an ADR at least thirty days before any change in the fee schedule.
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* Incorporated by reference to Form F-6 Registration Statement No. 333-8238
filed by the Registrant with the Commission
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of
New York, on behalf of the legal entity created by the Deposit Agreement, dated
as of January 28, 1998, among United Utilities PLC, The Bank of New York, as
Depositary, and each Owner and holder of an American Depositary Receipt 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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York, State of New York, on December 1,
2005.
By: THE BANK OF NEW YORK,
as Depositary
By: \s\ David S. Stueber
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Name: David S. Stueber
Title: Managing Director
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Pursuant to the requirements of the Securities Act of 1933, United
Utilities PLC has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the United Kingdom on December
1, 2005.
United Utilities PLC
By: \s\ Tim Rayner
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Name: Tim Rayner
Title: Company Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following persons
in the capacities indicated on December 1, 2005.
Name Title
- ---- -----
\s\ John Roberts Chief Executive
- ------------------------- (Principal Executive Officer)
John Roberts
\s\ Simon Batey Finance Director
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Simon Batey & Principal Accounting Officer)
\s\ Sir Richard Evans Director
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Sir Richard Evans
\s\ Charlie Comish Director
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Charlie Comish
\s\ Tom Drury Director
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Tom Drury
\s\ Gordon Waters Director
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Gordon Waters
\s\ Norman Broadhurst Director
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Norman Broadhurst
\s\ Paul Heideu Director
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Paul Heideu
\s\ David Jones Director
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David Jones
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Name Title
- ---- -----
\s\ Sir Peter Middleton Director
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Sir Peter Middleton
\s\ Jane Newell Director
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Jane Newell
\s\ Andrew Pinder Director
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Andrew Pinder
\s\ Nick Salmon Director
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Nick Salmon
\s\ Kevin Boylan Authorized Representative in
- ------------------------- the United States
Kevin Boylan
Vice President
United Utilities Delaware II, Inc.
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INDEX TO EXHIBITS
Exhibit
Number
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(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the
Depositary, as to the legality of the securities being
registered.
(5) Certification under Rule 466.
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