As filed with the Securities and Exchange Commission on February 26, 2008
Registration No. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
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MARKS AND SPENCER GROUP P.L.C.
(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)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, N.Y. 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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Corporation Service Company
1133 Avenue of the Americas, Suite 3100
New York, N.Y. 10036
(800) 927-9800
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Harald Halbhuber, Esq. Francis Fitzherbert-Brockholes, Esq.
Davis Polk & Wardwell White & Case LLP
99 Gresham Street 5 Old Broad Street
London EC2V 7NG London EC2N 1DW
England England
+44-20-7418-1300 +44-20-7532-1000
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. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of each class Amount to be maximum aggregate price maximum aggregate registration
of Securities to be registered registered per unit (1) offering price (2) fee
- ------------------------------- ------------------- ----------------------- ------------------- ------------
American Depositary Shares 100,000,000 $ 0.05 $ 5,000,000.00 $ 196.50
evidenced by American American Depositary
Depositary Receipts, each Shares
American Depositary Share
representing two ordinary
shares, nominal value 25 pence
each, of Marks and Spencer
Group p.l.c.
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1 For the purpose of this table only the term "unit" is defined as 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 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 the registration statement shall become
effective on such date as the United States Securities and Exchange Commission,
acting pursuant to said Section 8(a) may determine.
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This registration statement 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.
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The prospectus consists of the proposed form of American Depositary Receipt
("Receipt" or "American Depositary Receipt") included as Exhibits A and B to the
form of Supplemental Agreement No. 1 filed as Exhibit (a)(2) to this
registration statement, which form of American Depositary Receipt is
incorporated herein by reference.
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
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1. Name and address of depositary Face of American Depositary
Receipt, introductory paragraph
2. Title of American Depositary Receipts and identity of Face of American Depositary
deposited securities Receipt, top center
Terms of Deposit:
(i) The amount of deposited securities represented Face of American Depositary
by one unit of American Depositary Receipts Receipt, upper right corner
(ii) The procedure for voting, if any, the deposited Paragraph 12
securities
(iii) The procedure for collection and distribution Paragraphs 2, 7 and 10
of dividends
(iv) The procedure for transmission of notices, Paragraphs 6, 8, 11 and 12
reports and proxy soliciting material
(v) The procedure for sale or exercise of rights Paragraphs 10, 11 and 12
(vi) The procedure for deposit or sale of securities Paragraphs 3, 4, 10 and 13
resulting from dividends, splits or plans of
reorganization
(vii) The procedure for amendment, extension or Paragraphs 16 and 17 (no provisions
termination of the deposit agreement for extensions)
(viii) The procedure for rights of holders of Paragraph 8
Receipts to inspect the transfer books of the
depositary and the list of holders of Receipts
(ix) Restrictions upon the right to deposit or Paragraphs 1, 2, 3, 4, 5, 6, 7 and
withdraw the underlying securities 18
(x) Limitation upon the liability of the depositary Paragraphs 4, 5, 14 and 18
3. Fees and Charges Paragraph 7
Item - 2. Available Information
Location in Form of Receipt
Item Number and Caption Filed Herewith as Prospectus
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Public Reports furnished by issuer Paragraph 8
Marks and Spencer Group p.l.c. furnishes the United States Securities and
Exchange 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, as amended (the "Exchange Act"). Such public reports and documents are
made available in accordance with Rule 12g3-2(f) under the Exchange Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
(a)(1) Form of Deposit Agreement dated March 19, 2002 (the "Deposit
Agreement") among Marks and Spencer Group p.l.c. (the "Company"),
JPMorgan Chase Bank, as depositary, and the Holders and Beneficial
Owners of American Depositary Shares evidenced by American
Depositary Receipts issued thereunder to which the Supplemental
Agreement relates. - Filed herewith as Exhibit (a)(1).
(a)(2) Form of Supplemental Agreement No. 1 (the "Supplemental
Agreement") among Marks and Spencer Group p.l.c. and Deutsche Bank
Trust Company Americas, as depositary (the "Depositary"),
including the form of American Depositary Receipt. - Filed herewith
as Exhibit (a)(2).
(b) Any other agreement to which the Depositary is a party relating to
the issuance of the American Depositary Shares registered hereby
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 White & Case 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) Powers of attorney for certain officers and directors of the
Company. Set forth on the signature page 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 30
days before any change in the fee schedule.
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 London, United Kingdom, on February 26, 2008.
Legal entity created by the form of
Deposit Agreement for the issuance
of American Depositary Receipts for
ordinary shares, nominal value 25
pence per share, of Marks and
Spencer Group p.l.c.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
AS DEPOSITARY
By: /s/ James Kelly
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Name: James Kelly
Title: Vice President
By: /s/ Chris Konopelko
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Name: Chris Konopelko
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Marks and
Spencer Group p.l.c. has caused this registration statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of London,
United Kingdom, on February 26, 2008.
MARKS AND SPENCER GROUP P.L.C.
By: /s/ Graham Oakley
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Name: Graham Oakley
Title: Group Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ian Dyson and Graham Oakley, and each of
them, his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments,
including post-effective amendments, and supplements to this registration
statement, and to file or cause to be filed the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, his or her full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes he or she might or could do in person, and hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his or her substitute,
shall do or cause to be done by virtue of this Power of Attorney.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 26, 2008.
SIGNATURE TITLE
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/s/ Lord Burns Chairman
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Lord Burns
/s/ Sir Stuart Rose Chief Executive
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Sir Stuart Rose
/s/ Steven Sharp Executive Director
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Steven Sharp
/s/ Ian Dyson Financial Director (Chief Financial Officer
- ------------------------------ and Principal Accounting Officer)
Ian Dyson
SIGNATURE TITLE
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/s/ Sir David Michels Senior Independent Director
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Sir David Michels
/s/ Steven Holliday Non-Executive Director
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Steven Holliday
/s/ Jeremy Darroch Non-Executive Director
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Jeremy Darroch
/s/ Louise Patten Non-Executive Director
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Louise Patten
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly
authorized representative in the United States of Marks and Spencer Group
p.l.c., has signed this registration statement or amendment thereto in the City
of Newark, New Jersey, on February 26, 2008.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
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Name: Donald J. Puglisi
Title: Managing Director
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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(a)(1) Form of Deposit Agreement.
(a)(2) Form of Supplemental Agreement.
(d) Opinion of White & Case LLP, counsel to the Depositary, as to the
legality of the securities being registered.