Securities Registration (ads, Immediate) (f-6ef)
08 Mai 2018 - 10:22PM
Edgar (US Regulatory)
As filed with
the U.S. Securities and Exchange Commission on May 8, 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
___________________
BAE SYSTEMS
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)
____________________
Corporation Services Company
1180 Avenue of the Americas, Suite 210
New York, New York 10036
Telephone: 800-927-9800
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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☒
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immediately
upon filing
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☐
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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. ☐
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 four ordinary shares of BAE SYSTEMS plc
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100,000,000
American Depositary Shares
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$0.05
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$5,000,000
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$622.50
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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 Amendment No. 1 to the Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement, also
set forth in Exhibit (a)(3) of this Registration Statement, each of which are 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 BAE SYSTEMS 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.baesystems.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)(1)
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Form of Amended and Restated Deposit Agreement dated as of May , 2003
among BAE SYSTEMS plc (fka British Aerospace Public Limited Company), JPMorgan Chase Bank (fka Morgan Guaranty Trust Company of
New York), as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit
Agreement")
. Previously filed as exhibit (a) to Registration Statement No. 333- 104949 and incorporated herein by reference.
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(a)(2)
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Form of Amendment No. 1 to Deposit Agreement, including form of ADR
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Previously filed as exhibit (a)(2) to Post-Effective Amendment to Registration Statement No. 333- 104949 and incorporated herein
by reference.
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(a)(3)
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Form of ADR
. Filed herewith as Exhibit (a)(3).
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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
. Filed herewith as Exhibit (e).
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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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SIGNATURES
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 May 8, 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/ Gregory
A. Levendis
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Name:
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Gregory
A. Levendis
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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, BAE SYSTEMS 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 May 8, 2018.
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BAE SYSTEMS plc
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By:
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/s/ Charles Woodburn
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Name:
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Charles Woodburn
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Title
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Chief Executive Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Charles Woodburn and Peter Lynas, 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 or all amendments (including post-effective amendments) to
this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and
to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Under the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons on May 8, 2018, in the capacities
indicated.
SIGNATURES
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Signature
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Title
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/s/ Sir Roger Carr
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Chairman
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Sir Roger Carr
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/s/ Charles Woodburn
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Chief Executive Officer and Director
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Charles Woodburn
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(principal executive officer)
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/s/ Peter Lynas
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Group Finance Director and Director
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Peter Lynas
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(principal financial and accounting officer)
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/s/ Jerry DeMuro
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Executive Director
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Jerry DeMuro
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/s/ Revathi Advaithi
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Non-executive Director
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Revathi Advaithi
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/s/ Harriet Green
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Non-executive Director
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Harriet Green
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/s/ Chris Grigg
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Non-executive Director
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Chris Grigg
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/s/ Nick Rose
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Non-executive Director
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Nick Rose
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/s/ Paula Rosput Reynolds
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Non-executive Director
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Paula Rosput Reynolds
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/s/ Ian Tyler
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Non-executive Director
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Ian Tyler
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/s/ Elizabeth Corley
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Non-executive Director
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Elizabeth Corley
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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 BAE SYSTEMS plc, has signed this Registration Statement
in New York, New York, on May 8, 2018.
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Authorized U.S. Representative
DEPOSITARY MANAGEMENT CORPORATION
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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)(3)
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Form of ADR.
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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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(e)
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Rule 466 Certification
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