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Citibank, N.A./ADR – ‘F-6 POS’ on 11/19/14 re: Imperial Tobacco Group PLC

On:  Wednesday, 11/19/14, at 12:51pm ET   ·   Effective:  11/19/14   ·   Accession #:  1193805-14-2211   ·   File #:  333-153455

Previous ‘F-6 POS’:  ‘F-6 POS’ on 10/22/14   ·   Next:  ‘F-6 POS’ on 12/1/14   ·   Latest:  ‘F-6 POS’ on 3/27/24

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

11/19/14  Citibank, N.A./ADR                F-6 POS    11/19/14    2:794K Imperial Tobacco Group PLC        E-Data Systems, Inc./FA

Post-Effective Amendment to an F-6   —   Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6 POS     Post-Effective Amendment to an F-6                  HTML     80K 
 2: EX-99.(A)(I)  Miscellaneous Exhibit                             HTML    434K 


F-6 POS   —   Post-Effective Amendment to an F-6


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



  Unassociated Document  
 
As filed with the Securities and Exchange Commission on November 19, 2014
Registration No. 333-153455
 


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549
                                                                                     
 
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS 
                          
 
IMPERIAL TOBACCO 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)
                            
 
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
                            
 
399 Park Avenue
(877) 248 - 4237
 (Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
                                    
 
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 590-9070
 (Address, including zip code, and telephone number, including area code, of agent for service)
                                                                    
 
Copies to:
Sachin Dave, Esq.
Allen & Overy LLP
One Bishop Square
London E1 6AD
England
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
                                                                
 
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:  ¨
 

 
The Registrant hereby amends this Post-Effective Amendment No. 1 to 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 Post-Effective Amendment No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
 

 
 
This Post-Effective Amendment No. 1 to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
 
 
ii

 
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
Cross Reference Sheet
 
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption
 
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
         
1.
Name of Depositary and address of its principal executive office
 
Face of Receipt -  Introductory Article
       
2.
Title of Receipts and identity of deposited securities
 
Face of Receipt  - Top Center.
       
Terms of Deposit:
   
     
 
(i)
The amount of deposited securities represented by one American Depositary Share (“ADSs”)
 
Face of Receipt  - Upper right corner.
         
 
(ii)
The procedure for voting, if any, the deposited securities
 
Reverse of Receipt  - Paragraph (18).
         
 
(iii)
The collection and distribution of dividends
 
Reverse of Receipt - Paragraph (15).
         
 
(iv)
The transmission of notices, reports and proxy soliciting material
 
Face of Receipt - Paragraph (14).
         
 
(v)
The sale or exercise of rights
 
Reverse of Receipt – Paragraph (15).
         
 
(vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Reverse of Receipt - Paragraphs (15) and (19).
         
 
(vii)
Amendment, extension or termination of the deposit agreement
 
Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
         
  (viii) 
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
 
Face of Receipt - Paragraph (14).
 
 
I-1

 
 
Item Number and Caption
 
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
         
 
(ix) 
Restrictions upon the right to deposit or withdraw the underlying securities
 
Face of Receipt – Paragraphs (2), (4) and (8).
         
 
(x)
Limitation upon the liability of the Depositary
 
Face of Receipt - Paragraphs (8) and (12).
Reverse of Receipt - Paragraphs (15), (16), (19), (20), and (21).
         
 
(xi)
Fees and charges which may be imposed directly  or indirectly on holders of ADSs
 
Face of Receipt - Paragraph (11).
         
Item 2. AVAILABLE INFORMATION  
Face of Receipt - Paragraph (14).
 
The Company publishes the information contemplated in Rule 12g3-2(b)(2)(i) under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), on its internet website or through an electronic information delivery system generally available to the public in the Company’s primary trading market.  As of the date hereof the Company’s internet website is www.imperial-tobacco.com.  The information so published by the Company may not be in English, except that the Company is required, in order to maintain its exemption from the Exchange Act reporting obligations pursuant to Rule 12g3-2(b), to translate such information into English to the extent contemplated in the instructions to Rule 12g3-2(b).  The information so published by the Company cannot be retrieved from the Commission’s internet website, and cannot be inspected or copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549.
 
 
I-2

 
 
PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.
 
  
 
I-3

 
 
PART II
 
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 1. EXHIBITS
 
(a)(i)           Form of Second Amended and Restated Deposit Agreement, by and among Imperial Tobacco Group PLC, (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”).  ___ Filed herewith as Exhibit (a)(i).
 
(a)(ii)           Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of September 12, 2008, by and among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares issued and outstanding thereunder (including the form of American Depositary Receipt attached thereto as an exhibit).  ___ Previously filed.
 
(a)(iii)           Amended and Restated Deposit Agreement, dated as of November 2, 1998, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder.  ___ Previously filed.
 
(b)(i)           Letter Agreement for Restricted ADSs/May 2008 Rights Offering, dated as of May 20, 2008, by and between the Company and the Depositary.  ___ Previously filed.
 
(b)(ii)           Letter Agreement for Direct Registration System for ADSs, dated as of September 21, 2007, by and between the Company and the Depositary.  ___ Previously filed.
 
 (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.  ___  None.
 
(d)           Opinion of counsel for the Depositary as to the legality of the securities to be registered.  ___ Previously filed.
 
(e)           Certificate under Rule 466.  ___ None.
 
(f)           Powers of Attorney for certain officers and directors and the authorized representative of the Company.  ___ Set forth on the signature pages hereto.
 
 
 

 
 
 
Item 2. UNDERTAKINGS
 
(a)  
The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, 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 amount of fees charged is 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 ADS thirty (30) days before any change in the fee schedule.
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Second Amended and Restated Deposit Agreement, by and among Imperial Tobacco Group PLC, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares to be issued thereunder, 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 Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 19th day of November, 2014.
 
 
 
Legal entity created by the Second Amended and Restated Deposit Agreement, for the issuance of American Depositary Shares, each American Depositary Share representing two (2) ordinary shares of Imperial Tobacco Group PLC.
 
CITIBANK, N.A., solely in its capacity as Depositary
 
       
 
By:
/s/ Keith Galfo  
   
Name:  Keith Galfo
Title:    Vice President
 
       
       
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Imperial Tobacco 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 Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Bristol, United Kingdom, on November 19, 2014.
 
 
IMPERIAL TOBACCO GROUP PLC
 
       
 
By:
/s/ Trevor Williams  
   
Title:    Deputy Company Secretary
 
       
       
 
 
 

 
 
POWERS OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Trevor Williams and Gavin Bonnar to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on November 19, 2014.
 

Signature
 
Title
     
     
   
(Chairman)
   
     
     
   
(Chief Executive)
   
     
     
   
(Chief Financial Officer)
   
 
 
 

 
 
Signature
 
Title
     
     
   
(Corporate Affairs Director)
   
     
     
   
(Director)
   
     
     
   
(Director)
   
     
     
   
(Director)
   
     
     
/s/ Karen Witts    
(Director)
   
     
     
/s/ Malcolm Wyman
   
Name: Malcolm Wyman
(Director)
   
     
     
   
(Director)
   
     
     
     
Authorized Representative in the U.S.
   
     
   
   
 
 
 

 
 
 

Exhibit
Document
Sequentially
Numbered Page
(a)(i)
Form of Second Amended and Restated Deposit Agreement.
 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘F-6 POS’ Filing    Date    Other Filings
Filed on / Effective on:11/19/14
9/12/0815-12B,  15F-12B,  F-6EF,  S-8 POS
5/20/08
9/21/07
11/2/98
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Filing Submission 0001193805-14-002211   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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