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
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Benfield Group Ltd.
(Exact name of Issuer of deposited securities as specified in its charter)
Bermuda
(Jurisdiction of Incorporation or organization of Issuer)
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DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street, New York, New York 10005
Tel. No.: (212) 250-9100
(Address, including zip code, and telephone number of depositary's
principal offices)
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DEUTSCHE BANK TRUST COMPANY AMERICAS
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number of agent for service)
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Copy to:
DEUTSCHE BANK TRUST COMPANY AMERICAS
60 Wall Street
New York, New York 10005
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. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Each Class of to be Offering Offering Registration
Securities to be Registered Registered Price Per Unit (1) Price (2) Fee
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American Depositary Shares evidenced by
American Depositary Receipts, each
American Depositary Share representing
two ordinary shares of Benfield Group Ltd. 100,000,000 $0.05 $5,000,000 $405
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(1) Each unit represents one American Depositary Share.
(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 such
Receipts evidencing such American Depositary Shares.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American Depositary
Item Number and Caption Receipt Filed Herewith as Prospectus
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(1) Name and address of Depositary Introductory paragraph
(2) Title of American Depositary Receipts and identity of Face of American Depositary Receipt, top center
deposited securities
Terms of Deposit:
(i) Amount of deposited securities represented by one unit Face of American Depositary Receipt, upper right corner
of American Depositary Shares
(ii) Procedure for voting, if any, the deposited securities Articles (12) and (14)
(iii) Collection and distribution of dividends Article (13)
(iv) Transmission of notices, reports and proxy soliciting Articles (11) and (12)
material
(v) Sale or exercise of rights Articles (13) and (14)
(vi) Deposit or sale of securities resulting from dividends, Articles (13) and (16)
splits or plans of reorganization
(vii) Amendment, extension or termination of the Deposit Articles (18) and (19)
Agreement
(viii) Rights of holders of receipts to inspect the transfer Article (3)
books of the Depositary and the list of Holders of
receipts
(ix) Restrictions upon the right to deposit or withdraw the Articles (1), (2), (4), (6), (15), (16) and (17)
underlying securities
(x) Limitation upon the liability of the Depositary Introductory paragraph and Articles (1), (2), (4), (7),
(16) and (17)
(3) Fees and Charges Article (20)
Item 2. AVAILABLE INFORMATION
Location in Form of American Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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(a) Statement that the issuer of the deposited securities Article (11)
specified above furnishes the Commission with certain
public reports and documents required by foreign law or
otherwise under Rule 12g3-2(b) under the Securities
Exchange Act of 1934 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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Prospectus
THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS EXHIBIT
(A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY RECEIPTS, IN
ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND
EXCHANGE COMMISSION
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Copy of Agreement - The Agreement between Deutsche Bank Trust
Company Americas, as depositary (the "Depositary"), and all holders from time to
time of American Depositary Receipts evidencing American Depositary Shares
registered hereunder is contained in the form of the American Depositary Receipt
itself, constituting the Prospectus filed as a part of this Registration
Statement.
(b) Any other agreement, to which the Depositary is a party,
relating to the issuance of the Depositary Shares registered hereby or custody
of the deposited securities represented thereby. - None.
(c) Any 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 Ziegler, Ziegler & Associates LLP, counsel to the
Depositary, as to the legality of the securities to be registered.
(e) 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 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 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 a Receipt
thirty days before any change in the fee schedule.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
Deutsche Bank Trust Company Americas, on behalf of the legal entity created by
the agreement for the issuance of American Depositary Shares, certifies that it
has reasonable grounds to believe that all of 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 19, 2003.
Legal entity created by the agreement for the
issuance of American Depositary Receipts evidencing
American Depositary Shares for shares of common
stock of Benfield Group Ltd.
By: /s/William Fahey .
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William Fahey
Vice President
By: /s/Paul Martin .
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Paul Martin
Vice President
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
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(a) Form of ADR
(d) Opinion of Ziegler, Ziegler & Associates LLP,
counsel to the Depositary, as to the legality
of the securities to be registered.
(e) Rule 466 Certification