As filed with the Securities and Exchange Commission on September 18, 2009
Registration No. 333 -
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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 AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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Home Retail Group plc
(Exact name of issuer of deposited securities as specified in its charter)
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[N/A]
(Translation of issuer's name into English)
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England and Wales
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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Donald J. Puglisi
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Thomas B. Shropshire, Jr. Herman H. Raspe, Esq.
Linklaters LLP Patterson Belknap Webb & Tyler LLP
One Silk Street 1133 Avenue of the Americas
London EC2Y 8HQ New York, New York 10036
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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 : |_|
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CALCULATION OF REGISTRATION FEE
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Amount to Proposed Maximum Proposed Maximum
Title of Each Class of be Aggregate Price Per Aggregate Offering Amount of
Securities to be Registered Registered Unit* Price** Registration Fee
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American Depositary Shares, each 100,000,000 ADSs $5.00 $5,000,000.00 $279.00
representing the right to receive
four (4) ordinary shares of Home
Retail Group plc
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* Each unit represents 100 American Depositary Shares.
** 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.
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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.
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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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting material Reverse of Receipt - Paragraph (16).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
and (16).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (6);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13).
transfer books of the Depositary and the list of
holders of ADSs
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6),
the underlying securities (7), (9) and (10).
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
3. Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company publishes the information in English required to maintain the
exemption from registration pursuant to Rule 12g3-2(b)(2)(i) under the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act") on its
internet website or through an electronic information delivery system generally
available to the public in the Company's primary trading market. The electronic
information delivery system the Company uses for the publication of such reports
is the Regulatory News Service ("RNS") of the London Stock Exchange (or any
successor thereof). As of the date hereof the Company's internet website is
http://www.homeretailgroup.com. The information so published by the Company may
not be in English, except that the Company is required, in order to maintain its
exemption from the Exchange Act reporting obligations pursuant to Rule
12g3-2(b), to translate such information into English to the extent contemplated
in Rule 12g3-2(b). The information so published by the Company cannot be
retrieved from the internet website of United States Securities and Exchange
Commission (the "Commission"), and cannot be inspected or copied at the public
reference facilities maintained by the Commission located (as of the date of the
Deposit Agreement) at 100 F Street, N.E., Washington, D.C. 20549.
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PROSPECTUS
The Prospectus consists of the proposed form of 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 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Deposit Agreement, by and among Home Retail Group plc (the
"Company"), Citibank, N.A., as depositary (the "Depositary"), and
all Holders and Beneficial Owners of American Depositary Shares
issued thereunder ("Deposit Agreement"). -- 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. --
None.
(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. -- None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. -- Filed herewith as Exhibit (d).
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the
signature pages hereto.
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Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal office
of the Depositary in the United States, for inspection by holders of
ADSs, 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 an ADS 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,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Deposit Agreement, by and among Home Retail Group plc, Citibank, N.A., as
depositary, and all Holders and Beneficial Owners from time to time of American
Depositary Shares to be 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 the 17th day of September 2009.
Legal entity created by the Deposit
Agreement under which the American
Depositary Shares registered hereunder are
to be issued, each American Depositary Share
representing the right to receive four (4)
ordinary shares of Home Retail Group plc.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Keith G. Galfo
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Name: Keith G. Galfo
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Home Retail Group 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 Milton Keynes, England, on September 17,
2009.
HOME RETAIL GROUP PLC
By: /s/ Richard Ashton
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Name: Richard Ashton
Title: Finance Director
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Oliver Stocken, Terry Duddy,
Richard Ashton, Penny Hughes and John Coombe to act as his/her true and lawful
attorney-in-fact and agent, with full power of substitution, 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 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 17, 2009.
Signature Title
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/s/ Oliver Stocken Chairman
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Oliver Stocken
/s/ Terry Duddy Chief Executive Officer
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Terry Duddy
/s/ Richard Ashton Finance Director
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Richard Ashton Accounting Officer)
/s/ Penny Hughes Non-Executive Director
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Penny Hughes
/s/ John Coombe Non-Executive Director
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John Coombe
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Signature Title
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Authorized Representative in the U.S.
/s/ Donald J. Puglisi
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Donald J. Puglisi
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Form of Deposit Agreement
(d) Opinion of counsel to the Depositary