Securities Registration (ads, Delayed) (f-6)
26 Dezembro 2018 - 12:03PM
Edgar (US Regulatory)
As filed with the U.S. Securities
and Exchange Commission on December 26, 2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
___________________
Tesco
PLC
(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)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified
in its charter)
383 Madison Avenue, Floor 11, New York,
New York 10179
Telephone (800) 990-1135
(Address, including zip code, and telephone
number, including area code, of depositary's principal executive offices)
____________________
Depositary Management Corporation
570 Lexington Avenue, Suite 2405
New York, New York 10022
(212) 319-4800
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
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Scott A. Ziegler, Esq.
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Ziegler, Ziegler & Associates
LLP
570 Lexington Avenue, Suite
2405
New York, New York 10022
(212) 319-7600
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It is proposed that this filing become
effective under Rule 466
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immediately upon filing
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on (Date) at (Time)
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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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Title of each class of
Securities to be registered
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Amount
to be
registered
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Proposed
maximum
aggregate price
per unit
(1)
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Proposed
maximum
aggregate offering
price
(2)
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Amount of
registration fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing three ordinary shares of Tesco PLC
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75,000,000
American Depositary Shares
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$0.05
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$3,750,000
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$454.50
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(1)
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Each unit represents one American Depositary Share.
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(2)
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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.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists
of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit
A to the Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated
herein by reference.
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
CROSS REFERENCE SHEET
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Item Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(1)
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Name and address of Depositary
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Introductory paragraph and bottom of face of American Depositary Receipt
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(2)
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Title of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount of deposited securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure for voting, if any, the deposited securities
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Paragraph (12)
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(iii)
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Collection and distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission of notices, reports and proxy soliciting material
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Paragraphs (3), (8) and (12)
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(v)
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Sale or exercise of rights
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Paragraphs (4), (5) and (10)
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(vi)
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Deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (4), (5), (10) and (13)
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(vii)
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Amendment, extension or termination of the Deposit Agreement
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Paragraphs (16) and (17)
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(viii)
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Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
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Paragraph (3)
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Paragraphs (1), (2), (4), and (5)
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(x)
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Limitation upon the liability of the Depositary
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Paragraph (14)
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(3)
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Fees and Charges
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Paragraph (7)
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Item 2. AVAILABLE INFORMATION
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Item
Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(a)
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Statement that Tesco PLC publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (www.tescoplc.com) or through an electronic information delivery system generally available to the public in its primary trading market.
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Paragraph (8)
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
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(a)
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Form of Deposit Agreement
. Form of Further Amended and Restated Deposit
Agreement dated as of , 2019 among Tesco PLC, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders
from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt,
is filed herewith as Exhibit (a).
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(b)
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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
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Not Applicable.
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(c)
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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.
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(d)
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Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary,
as to the legality of the securities being registered
. Filed herewith as Exhibit (d).
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(e)
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Certification under Rule 466.
Not applicable.
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(f)
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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
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(a)
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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.
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(b)
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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 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, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the
Deposit Agreement, 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 26, 2018.
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Legal entity created by the
form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN
CHASE BANK, N.A., as Depositary
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By:
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/s/ Joseph M. Leinhauser
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Name:
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Joseph M. Leinhauser
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Title:
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Executive Director
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, Tesco 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, on December 26, 2018.
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TESCO PLC
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By:
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/s/ Dave Lewis
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Name:
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Dave Lewis
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Title:
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Group Chief Executive
Officer
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KNOW ALL MEN BY THESE
PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dave Lewis and Alan Stewart, jointly and
severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective
amendments) to this Registration Statement, and to file 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 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 he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
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 capacities indicated as of December 26, 2018.
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Signatures
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Title
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/s/ John Allan
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Non-Executive Chairman of the Board
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John Allan
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/s/ Dave Lewis
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Group Chief Executive Officer and Director
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Dave Lewis
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/s/ Alan Stewart
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Chief Financial Officer and Director
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Alan Stewart
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/s/ Deanna Oppenheimer
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Senior Independent Director
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Deanna Oppenheimer
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/s/ Mark Armour
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Non-executive Director
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Mark Armour
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/s/ Steve Golsby
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Non-executive Director
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Steve Golsby
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/s/ Byron Grote
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Non-executive Director
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Byron Grote
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/s/ Mikael Olsson
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Non-executive Director
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Mikael Olsson
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Non-executive Director
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Simon Patterson
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/s/ Alison Platt
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Non-executive Director
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Alison Platt
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/s/ Lindsey Pownall
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Non-executive Director
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Lindsey Pownall
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/s/ Stewart Gilliland
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Non-executive Director
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Stewart Gilliland
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/s/ Melissa Bethell
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Non-executive Director
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Melissa Bethell
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
OF THE REGISTRANT
Under the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of Tesco PLC, has signed this Registration Statement on
Form F-6 on December 26, 2018.
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Depositary Management Corporation,
as
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Authorized U.S. Representative
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By:
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/s/ George Boychuk
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Name:
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George Boychuk
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Title:
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Managing Director
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INDEX TO EXHIBITS
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Exhibit
Number
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(a)
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Form of Amended and Restated Deposit Agreement.
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(d)
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Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
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