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JPMorgan Chase Bank, N.A. - ADR Depositary – ‘F-6/A’ on 4/6/15 re: BG Group PLC

On:  Monday, 4/6/15, at 12:46pm ET   ·   Accession #:  1193805-15-494   ·   File #:  333-203155

Previous ‘F-6’:  ‘F-6’ on 3/31/15   ·   Next:  ‘F-6’ on 4/24/15   ·   Latest:  ‘F-6/A’ on 3/19/24

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

 4/06/15  JPMorgan Chase Bank N… Depositary F-6/A                  2:389K BG Group PLC                      E-Data Systems, Inc./FA

Pre-Effective Amendment to Registration of Depositary Shares Evidenced by American Depositary Receipts (Not Effective Immediately)   —   Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6/A       Pre-Effective Amendment to Registration of          HTML     68K 
                          Depositary Shares Evidenced by American                
                          Depositary Receipts (Not Effective                     
                          Immediately)                                           
 2: EX-99.(A)   Miscellaneous Exhibit                               HTML    146K 


F-6/A   —   Pre-Effective Amendment to Registration of Depositary Shares Evidenced by American Depositary Receipts (Not Effective Immediately)


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  Unassociated Document  
 
As filed with the U.S. Securities and Exchange Commission on April 6 , 2015
 
 Registration No.  333- 203155


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
PRE-EFFECTIVE AMENDMENT TO FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________

BG Group 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)

4 New York Plaza, Floor 12, New York, New York 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
 
BG US Services Inc.
BG Group Place
811 Main Street, 34th Floor
Attention: Legal Department
Telephone: (713) 599-4000
 (Address, including zip code, and telephone number, including area code, of agent for service)
 
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
o immediately upon filing
o on (Date) at (Time)        
 
If a separate registration statement has been filed to register the deposited shares, check the following box. o
 
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum
aggregate price per
unit (1)
Proposed maximum
aggregate offering price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of BG Group plc
N/A
N/A
N/A
N/A
(1)
Each unit represents one American Depositary Share.
(2)
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.
 
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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
 

 
 
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 Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption
 
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
         
(1)
Name and address of Depositary
 
Introductory paragraph and bottom of face of American Depositary Receipt
       
(2)
Title of American Depositary Receipts and identity of deposited securities
 
Face of American Depositary Receipt, top center
       
 
Terms of Deposit:
   
         
 
(i)
Amount of deposited securities represented by one unit of American Depositary Shares
 
Face of American Depositary Receipt, upper right corner
         
 
(ii)
Procedure for voting, if any, the deposited securities
 
Paragraph (12)
         
 
(iii)
Collection and distribution of dividends
 
Paragraphs (4), (5), (7) and (10)
         
 
(iv)
Transmission of notices, reports and proxy soliciting material
 
Paragraphs (3), (8) and (12)
         
 
(v)
Sale or exercise of rights
 
Paragraphs (4), (5) and (10)
         
 
(vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Paragraphs (4), (5), (10) and (13)
         
 
(vii)
Amendment, extension or termination of the Deposit Agreement
 
Paragraphs (16) and (17)
 
 
(viii)
Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
 
Paragraph (3)
         
 
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
 
Paragraphs (1), (2), (4), and (5)
         
 
(x)
Limitation upon the liability of the Depositary
 
Paragraph (14)
         
(3)
Fees and Charges
 
Paragraph (7)
 
 
 

 
 
Item 2.  AVAILABLE INFORMATION
 
Item Number and Caption
 
Location in Form of American Depositary  
Receipt Filed Herewith as Prospectus
         
(a)
Statement that BG Group 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 (http://www.bg-group.com) or through an electronic information delivery system generally available to the public in its primary trading market.
 
Paragraph (8)
 
 
 

 
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)
Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement dated as of                         , 2015 among BG Group 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).
 
 
(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.  Not Applicable.
 
 
(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.  Not Applicable.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered.   Previously filed.
 
 
(e)
Certification under Rule 466.  Not applicable.
 
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 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.
 
 
(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 American Depositary Receipt thirty days before any change in the fee schedule.
 
 
 
 

 
 
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 April 6 , 2015.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
 
JPMORGAN CHASE BANK, N.A., as Depositary
 
     
 
By:
/s/ Gregory A. Levendis  
   
Title:   Executive Director
 
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, BG Group 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 in England, thereunto duly authorized, on April 6 , 2015.
 
 
BG Group plc
 
       
 
By:
 
    Name: Helge Lund
Title:   Chief Executive Officer
 
  
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew Gould and Simon Lowth, 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 of 1933, 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 April 6 , 2015, in the capacities indicated.
 
Name
 
Title
     
 
 
Chairman
Andrew Gould
   
     
 
Chief Executive Officer and Director
   
     
 
Chief Financial Officer and Director
   
     
 
Senior Independent Director
   
     
 
Non-Executive Director
   
 
 
 

 
 
     
 
Non-Executive Director
   
     
 
Non-Executive Director
   
     
 
Non-Executive Director
   
     
 
Non-Executive Director
   
     
 
Non-Executive Director
   
     
 
Non-Executive Director
Sir David Manning GCMG, KCVO
   
     
 
Non-Executive Director
   
     
 
Non-Executive Director
   
 
 
 

 
 
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 BG Group plc has signed this Registration Statement in Houston, Texas on April 6 , 2015.
 
 
Authorized U.S. Representative
   
 
By:
   
 
 
 

 

 

Exhibit Number
     
       
(a)
Form of Deposit Agreement.
   
     

 
 
 
 

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filing Submission 0001193805-15-000494   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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