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Markit Ltd. – IPO: ‘F-1MEF’ on 6/18/14

On:  Wednesday, 6/18/14, at 7:46pm ET   ·   Effective:  6/18/14   ·   Accession #:  1193125-14-241400   ·   File #s:  333-195687, 333-196889

Previous ‘F-1MEF’:  None   ·   Next & Latest:  ‘F-1MEF’ on 6/4/15

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/18/14  Markit Ltd.                       F-1MEF      6/18/14    4:56K                                    RR Donnelley/FA

Initial Public Offering (IPO):  Registration of Additional Securities   —   Form F-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-1MEF      Registration of Additional Securities               HTML     31K 
 2: EX-5.1      Opinion re: Legality                                HTML     13K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML      5K 
 4: EX-24.1     Power of Attorney                                   HTML     12K 


F-1MEF   —   Registration of Additional Securities


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  F-1MEF  

As filed with the U.S. Securities and Exchange Commission on June 18, 2014

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

MARKIT LTD.

(Exact name of Registrant as specified in its charter)

 

 

 

Bermuda   7370   N/A

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

4th Floor, Ropemaker Place,

25 Ropemaker Street

London, England

EC2Y 9LY

+44 20 7260 2000

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

 

 

Adam J. Kansler

Chief Administrative Officer

c/o Markit North America, Inc.

620 Eighth Avenue, 35th Floor

New York, NY 10018

(212) 931-4900

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

 

 

Copies to:

 

Richard D. Truesdell, Jr., Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017

212-450-4000

 

David J. Goldschmidt, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, NY 10036

212-735-3000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-195687

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

  Amount to be
registered(1)(2)
 

Proposed
maximum

offering price
per share(3)

  Proposed
maximum
aggregate
offering price(3)
  Amount of
registration fee

Common shares, par value $0.01 per share

  8,929,046   $24.00   $214,297,104   $27,601.47

 

 

(1) The 8,929,046 common shares being registered in this Registration Statement are in addition to the 52,564,160 common shares registered pursuant to the Registrant’s Registration Statement on Form F-1 (File No. 333-195687).
(2) Including 1,164,658 additional common shares that the underwriters have the option to purchase to cover over-allotments, if any.
(3) Estimated in accordance with Rule 457 of the Securities Act of 1933, as amended, on the basis of $24.00 per share, the initial public offering price to be set forth on the cover page of the Registrant’s prospectus dated June 18, 2014 relating to its initial public offering pursuant to the Registrant’s Registration Statement on Form F-1 (File No. 333-195687). A registration fee was previously paid in connection with that Registration Statement.

 

 

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) (“Rule 462(b)”) and General Instruction V of Form F-1, both promulgated under the Securities Act of 1933, as amended. Pursuant to Rule 462(b), the contents of the Registration Statement on Form F-1 (File No. 333-195687) of Markit Ltd. (the “Registrant”), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission (the “Commission”) on June 18, 2014, are incorporated by reference into this Registration Statement.

The Registrant hereby certifies that it (i) has instructed its bank to transmit to the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business on June 19, 2014), (ii) will not revoke such instructions, (iii) has sufficient funds in the relevant account to cover the amount of such filing fee and (iv) will confirm receipt of such instructions by its bank during the bank’s regular business hours no later than June 19, 2014.


PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 8. Exhibits and Financial Statement Schedules

All exhibits filed with or incorporated by reference in Registration Statement No. 333-195687 are incorporated by reference herein, and shall be deemed to be a part of this Registration Statement, except for the following, which are filed herewith.

 

Exhibit
number

  

Description of document

  5.1    Opinion of Conyers Dill & Pearman Limited as to the validity of the common shares
23.1    Consent of PricewaterhouseCoopers LLP
23.2    Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1)
24.1    Powers of Attorney

 

 

II-1


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, England, on June 18, 2014.

 

Markit Ltd.
By:  

/s/ Lance Uggla

Name:   Lance Uggla
Title:   Chairman and Chief Executive Officer

 

II-2


Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on June 18, 2014, by the following persons in the capacities indicated.

 

Signature

  

Title

/s/ Lance Uggla

   Chief Executive Officer
Lance Uggla    (Principal Executive Officer)

/s/ Jeff Gooch

   Chief Financial Officer
Jeff Gooch    (Principal Financial and Accounting Officer)

/s/ Lance Uggla

   Director
Lance Uggla   

*

   Director
Zar Amrolia   

*

   Director
Jill Denham   

*

   Director
Dinyar Devitre   

*

   Director
William E. Ford   

*

   Director
Timothy Frost   

*

   Director
Robert Kelly   

*

   Director
Robert-Jan Markwick   

*

   Director
James A. Rosenthal   

*

   Director
Thomas Timothy Ryan, Jr.   

*

   Director
Dr. Sung Cheng Chih   

*

   Director
Anne Walker   

/s/ Colleen De Vries

   Authorized Representative in the United States
Colleen De Vries   
SVP of National Corporate Research, Ltd.   

 

*By:  

/s/ Jeff Gooch

Name:   Jeff Gooch
Title:   Attorney-in-fact

 

II-3


EXHIBIT INDEX

 

Exhibit
number

  

Description of document

  5.1    Opinion of Conyers Dill & Pearman Limited as to the validity of the common shares
23.1    Consent of PricewaterhouseCoopers LLP
23.2    Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1)
24.1    Powers of Attorney

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘F-1MEF’ Filing    Date    Other Filings
6/19/14
Filed on / Effective on:6/18/14S-8
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Filing Submission 0001193125-14-241400   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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