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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/17/15 Bank of New York/ADR Division F-6 POS 2/17/15 3:282K Vodafone Group Public Ltd Co Emmet Marvin & Mart… LLP |
Document/Exhibit Description Pages Size 1: F-6 POS Post Effective Amendment No. 1 to the Form F-6 HTML 27K 2: EX-1 Form of Deposit Agreement HTML 181K 3: EX-2 Form of Pre-Release Side Letter HTML 10K
As filed with the Securities and Exchange Commission on February 17, 2015
Registration No. 333-135988
UNITED STATES
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 Depositary Shares
VODAFONE 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)
THE BANK OF
NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal
executive offices)
_______________________
The Bank of New York Mellon
ADR Division
One Wall Street, 11th Floor
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
It is proposed that this filing become effective
under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
The prospectus consists of the proposed revised form of American Depositary Receipt (“Receipt”) included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to Form F-6 Registration Statement, which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1. Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption Filed Herewith as Prospectus
1. Name and address of depositary Introductory Article
2. Title of American Depositary Receipts and Face of Receipt, top center
identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, Articles number 7, 16, 17 and 20
the deposited securities
(iii) The collection and distribution of Articles number 4, 13, 14,
dividends 16 and 20
(iv) The transmission of notices, reports Articles number 12, 16, 17
and proxy soliciting material and 20
(v) The sale or exercise of rights Articles number 14, 15, 16
and 20
(vi) The deposit or sale of securities Articles number 13, 14, 16,
resulting from dividends, splits 18 and 20
or plans of reorganization
(vii) Amendment, extension or termination Articles number 22 and 23
of the deposit agreement
(viii) Rights of holders of Receipts to inspect Article number 12
the transfer books of the depositary and
the list of holders of Receipts
(ix) Restrictions upon the right to deposit Articles number 2, 3, 4, 5, 6,
or withdraw the underlying securities 9 and 24
(x) Limitation upon the liability Articles number 15, 19, 20 and 22
of the depositary
3. Fees and Charges Articles number 8 and 9
Item - 2. Available Information
Public reports furnished by issuer Article number 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
| a. | Form of Amended and Restated Deposit Agreement dated as of ________, 2015 among Vodafone Group Plc, The Bank of New York Mellon, as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder. – Filed herewith as Exhibit 1. |
| b. | Form of letter dated ________, 2015 from The Bank of New York Mellon to Vodafone Group Plc relating to pre-release activities. – Filed herewith as Exhibit 2. |
| 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. - See (a) and (b) above. |
| d. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously. |
| 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 ADRs, 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 ADR thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 Form F-6 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 February 13, 2015.
Legal entity created by the agreement for the issuance of American Depositary Shares for Ordinary Shares of Vodafone Group Plc.
The Bank of New York Mellon,
As Depositary
By: /s/ Robert W. Goad
Name: Robert W. Goad
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, as amended, Vodafone Group Plc has duly caused this Post-Effective Amendment No. 1 to Form F-6 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of London, England, on February 3, 2015.
VODAFONE GROUP PLC
By: /s/ Rosemary Martin
Name: Rosemary Martin
Title: Group General Counsel and
Company Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this this Post-Effective Amendment No. 1 to Form F-6 Registration Statement has been signed by the following persons in the capacities indicated on February 3, 2015.
|
/s/ Vittorio Colao |
Chief Executive – Executive Director | |
| Vittorio Colao | (principal executive officer) | |
|
/s/ Nick Read |
Chief Financial Officer – Executive Director | |
| Nick Read | (principal financial and accounting officer) | |
|
/s/ Steve Pusey |
Chief Technology Officer – Executive Director | |
| Steve Pusey | ||
|
/s/ Gerard Kleisterlee |
Chairman | |
| Gerard Kleisterlee | ||
|
/s/ Sir Crispin Davis |
Non-Executive Director | |
| Sir Crispin Davis | ||
|
/s/ Dame Clara Furse |
Non-Executive Director | |
| Dame Clara Furse | ||
|
/s/ Valerie Gooding |
Non-Executive Director | |
| Valerie Gooding | ||
|
/s/ Renee James |
Non-Executive Director | |
| Renee James | ||
|
/s/ Sam Jonah |
Non-Executive Director | |
| Sam Jonah | ||
|
/s/ Nick Land |
Non-Executive Director | |
| Nick Land | ||
|
/s/ Luc Vandevelde |
Non-Executive Director | |
| Luc Vandevelde | ||
|
/s/ Philip Yea |
Non-Executive Director | |
| Philip Yea | ||
|
/s/ Donald J. Puglisi |
Authorized Representative in the United States | |
| Donald J. Puglisi, Managing Director | ||
| Puglisi & Associates |
|
Exhibit Number |
Exhibit |
|
1 |
Form of Amended and Restated Deposit Agreement dated as of ________, 2015 among Vodafone Group Plc, The Bank of New York Mellon, as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder. |
| 2 | Form of letter dated ________, 2015 from The Bank of New York Mellon to Vodafone Group Plc relating to pre-release activities. |
| This ‘F-6 POS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 2/17/15 | None on these Dates | ||
| 2/13/15 | ||||
| 2/3/15 | ||||
| List all Filings | ||||