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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 |
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 |
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
(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. 212-450-4000 |
David J. Goldschmidt, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square 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 offering price |
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 |
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 |
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 |
This ‘F-1MEF’ Filing | Date | Other Filings | ||
---|---|---|---|---|
6/19/14 | ||||
Filed on / Effective on: | 6/18/14 | S-8 | ||
List all Filings |