As filed with the Securities and Exchange Commission on May 12, 2017 Registration No. 333  -   

 

 

 

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

 

 

 

BRITISH AMERICAN TOBACCO 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 )

 

 

 

CITIBANK, N.A.

(Exact name of depositary as specified in its charter )

 

 

 

388 Greenwich Street 

New York, New York 10013

(877) 248-4237

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 

 

 

Puglisi & Associates

850 Library Avenue

Suite 204

Newark, DE 19711

(302) 738-6680

Attention: Service of Process Department

(Address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Philip A. Gelston, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

(212) 474-1000

 

 

Herman H. Raspé, Esq.  

Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036

 

 

 

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

 

Title of Each Class of
Securities to be Registered 		Amount to be
Registered

Proposed Maximum

Aggregate Price Per Unit* 

Proposed Maximum

Aggregate Offering Price** 

Amount of

Registration Fee

American Depositary Shares ( ADS(s) ), each ADS representing  the right to receive one (1) ordinary share of British American Tobacco p.l.c. 450,000,000 ADSs $5.00 $22,500,000.00 $2,607.75

 

* Each unit represents 100 ADSs.
** 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 ADSs.
 

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.

  

i

 

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.

 

ii

 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

Cross Reference Sheet

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

Item Number and Caption

 

Location in Form of American

Depositary Receipt (“ Receipt ”)
Filed Herewith as Prospectus

     
1. Name of Depositary and address of its principal executive office   Face of Receipt -  Introductory Article.
       
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 one American Depositary Share ("ADSs")   Face of Receipt   - Upper right corner.
         
  (ii) The procedure for voting, if any, the deposited securities   Reverse of Receipt   - Paragraphs (16) and (17).
         
  (iii) The collection and distribution of dividends   Reverse of Receipt - Paragraph (14).
         
  (iv) The transmission of notices, reports and proxy soliciting material   Face of Receipt   - Paragraph (13);
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 dividends, splits or plans of reorganization  

Face of Receipt - Paragraphs (3) and (6);

Reverse of Receipt - Paragraphs (14) and (18).

         
  (vii) Amendment, extension or termination of the deposit agreement   Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions).
         
  (viii) Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs   Face of Receipt - Paragraph (13).
         
  (ix) Restrictions upon the right to deposit or withdraw the underlying securities   Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).

 

I- 1

  

Item Number and Caption  

Location in Form of American

Depositary Receipt (“ Receipt ”)

Filed Herewith as Prospectus

         
  (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 indirectly on holders of ADSs   Face of Receipt - Paragraph (10).
         
Item 2.  AVAILABLE INFORMATION   Face of Receipt - Paragraph (13).

 

British American Tobacco p.l.c. (the “Company”) is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.

 

I- 2

 

PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 2 to Amended and Restated Deposit Agreement filed as Exhibit (a)(i) to this Registration Statement on Form F-6 and is incorporated herein by reference.

 

I- 3

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)(i) Form of Amendment No. 2 to Amended and Restated Deposit Agreement, by and among British American Tobacco p.l.c. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued under the terms of the Amended and Restated Deposit Agreement, dated as of December 1, 2008, and as amended as of February 14, 2017. ___ Filed herewith as Exhibit (a)(i).

 

(a)(ii) Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of February 14, 2017, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued under the terms of the Amended and Restated Deposit Agreement, dated as of December 1, 2008. ___ Filed herewith as Exhibit (a)(ii).

 

(a)(iii) Amended and Restated Deposit Agreement, dated as of December 1, 2008, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ___ Previously filed (Post-Effective Amendment No. 1 to Registration Statement on Form F-6, Reg. No. 333-155563 filed on January 13, 2017).

 

(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.

 

II- 1

 

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 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 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 ADS thirty (30) days before any change in the fee schedule.

 

II- 2

 

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 Amended and Restated Deposit Agreement, dated as of December 1, 2008, as previously amended by Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of February 14, 2017 and as proposed to be further amended by Amendment No. 2 to Amended and Restated Deposit Agreement, by and among British American Tobacco p.l.c., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares outstanding 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 12th day of May, 2017.

 

  Legal entity created by the Amended and Restated Deposit Agreement (as amended) under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one (1) ordinary share, nominal value 25 Pence per share, of British American Tobacco p.l.c.
     
  CITIBANK, N.A., solely in its capacity as Depositary
     
  By: /s/ Keith Galfo
    Name: Keith Galfo
    Title:   Vice President

 

II- 3

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, British American Tobacco p.l.c. 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 London, England, on May 12, 2017.

 

  BRITISH AMERICAN TOBACCO P.L.C.
     
  By: /s/ John Benedict Stevens
    Name: John Benedict Stevens
    Title:   Executive Director

 

II- 4

 

POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Richard Burrows, Nicandro Durante, John Benedict Stevens, Paul McCrory and Geoffrey Cunnington 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. This appointment shall be valid for the duration of the American depositary receipts program to which this Registration Statement relates.

 

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 May 12, 2017.

 

Signature   Title
     

/s/ Richard Burrows

 

Chairman

Name: Richard Burrows    
     

/s/ Nicandro Durante

 

Executive Director - Chief Executive (Principal Executive Officer)

Name: Nicandro Durante    
     

/s/ John Benedict Stevens

 

Executive Director - Finance Director (Principal Financial and

Name: John Benedict Stevens   Accounting Officer)
     

/s/ Kieran Poynter

 

Non-Executive Director

Name: Kieran Poynter    

 

II- 5

 

Signature   Title
     

/s/ Susan Farr

 

Non-Executive Director

Name: Susan Farr    
     

/s/ Ann Godbehere

 

Non-Executive Director

Name: Ann Godbehere    
     

/s/ Dr. Marion Helmes

 

Non-Executive Director

Name: Dr. Marion Helmes    
     

/s/ Savio Kwan

 

Non-Executive Director

Name: Savio Kwan    
     

/s/ Dr. Pedro Malan

 

Non-Executive Director

Name: Dr. Pedro Malan    
     

/s/ Dimitri Panayotopoulos

 

Non-Executive Director

Name: Dimitri Panayotopoulos    

 

AUTHORIZED REPRESENTATIVE

 

 

 

By /s/ Greg Lavelle   Authorized Representative in the United States
Name: Greg Lavelle    
Managing Director    
Puglisi & Associates    

  

II- 6

 

Index to Exhibits

 

Exhibit Document

Sequentially

Numbered Page

     
(a)(i) Form of Amendment No. 2 to Amended and Restated Deposit Agreement  
     

(a)(ii)

 

Amendment No. 1 to Amended and Restated Deposit Agreement  
     
(d) Opinion of counsel to the Depositary  

British American Tobacco (PK) (USOTC:BTAFF)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024 Click aqui para mais gráficos British American Tobacco (PK).
British American Tobacco (PK) (USOTC:BTAFF)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024 Click aqui para mais gráficos British American Tobacco (PK).