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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/19/21 Deutsche Bank Tr Co Americas/… Gp F-6EF 7/19/21 3:67K Astrazeneca plc White & Case LLP/FA |
Document/Exhibit Description Pages Size 1: F-6EF Registration of American Depositar Receipt Shares HTML 41K 2: EX-99.d CONTRACTS Opinion to the Depositary HTML 7K 3: EX-99.e UNDR CONTR Rule 466 Certificate HTML 7K
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As filed with the Securities and Exchange Commission on July 19, 2021
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Registration No. 333-
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Ethan A. Klinsgberg
Sebastian L. Fain
Freshfields Bruckhaus Deringer US LLP
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Francis Fitzherbert-Brockholes, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW United Kingdom +(44) 20 7532-1400
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It is proposed that this filing become effective under Rule 466:
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☒ immediately upon filing.
☐ on (Date) at (Time).
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Title of each class
of Securities to be registered |
Amount to be registered
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Proposed
maximum aggregate price per unit (1) |
Proposed
maximum aggregate offering price (2) |
Amount of registration fee
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American Depositary Shares,
each representing 0.5 ordinary
shares of AstraZeneca PLC
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500,000,000 American Depositary Shares
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$0.05
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$25,000,000
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$2,727.50
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1
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For the purpose of this table only the term “unit” is defined as one American Depositary Share.
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2
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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 Shares.
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Item 1.
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DESCRIPTION OF SECURITIES TO BE REGISTERED
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Required Information
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Location in Form of Receipt Filed Herewith as Prospectus
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1.
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Name of depositary and address of its principal executive office
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Face of Receipt – introductory paragraph
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt – top center
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share (“ADS”)
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Face of Receipt – upper right corner
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(ii)
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The procedure for voting the deposited securities
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Reverse of Receipt – Articles 14 and 15
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(iii)
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The procedure for collecting and distributing dividends
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Reverse of Receipt – Articles 13 and 14
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(iv)
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The procedures for transmitting notices, reports and proxy soliciting material
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Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Articles 13 and 14
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
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(vii)
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Amendment, extension or termination of the deposit arrangements
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Reverse of Receipt – Articles 20 and 21 (no provision for extension)
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(viii)
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The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
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Face of Receipt – Article 12
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(ix)
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Restrictions upon the right to transfer or withdraw the underlying securities
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Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10;
Reverse of Receipt – Article 22
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(x)
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Limitation on the depositary’s liability
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Face of Receipt – Articles 6 and 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
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3.
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Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
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Face of Receipt – Article 9
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Item 2.
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AVAILABLE INFORMATION
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Item 3.
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EXHIBITS
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(a)
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Form of Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder
(“Deposit Agreement”). — Previously filed as Exhibit (a) to Form F-6 (File No. 333-236014) and incorporated herein by reference.
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereunder or the custody of the deposited securities represented thereby. — Not applicable.
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(c)
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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.
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(d)
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Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).
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(e)
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Certification under Rule 466. — Filed herewith as Exhibit (e).
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(f)
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Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages hereto.
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Item 4.
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UNDERTAKINGS
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADR, 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.
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(b)
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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 ADR thirty (30) days before any change in the fee schedule.
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Legal entity created by the form of Deposit Agreement for the issuance of Receipts for ordinary shares, par value US$0.25 per share of AstraZeneca PLC.
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Deutsche Bank Trust Company Americas, as Depositary
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By:
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/s/ Michael Fitzpatrick |
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Name:
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Michael Fitzpatrick | |||
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Title:
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Vice President | |||
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By:
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/s/ Jeff Margolick |
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Name:
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Jeff Margolick |
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Title:
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Director |
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AstraZeneca PLC
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By:
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/s/ Adrian Kemp
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Name:
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Title:
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Company Secretary
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Signature
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Title
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/s/ Pascal Soriot
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Executive Director and Chief Executive Officer
(Principal Executive Officer) |
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/s/ Marc Dunoyer
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Executive Director and Chief Financial Officer
(Principal Financial Officer) |
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/s/ Mani Sharma
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SVP, Group Financial Controller
(Principal Accounting Officer) |
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/s/ Leif Johansson
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Non-Executive Chairman of the Board
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/s/ Philip Broadley
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Senior Independent Non-Executive Director
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/s/ Euan Ashley
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Non-Executive Director
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/s/ Michel Demaré
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Non-Executive Director
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Signature
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Title
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/s/ Deborah DiSanzo
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Non-Executive Director
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/s/ Diana Layfield
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Non-Executive Director
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/s/ Sheri McCoy
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Non-Executive Director
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/s/ Tony Mok
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Non-Executive Director
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/s/ Nazneen Rahman
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Non-Executive Director
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Non-Executive Director
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By:
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/s/ Mariam Koohdary
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Name:
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Title:
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Duly authorized Representative of AstraZeneca PLC in the United States
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Exhibit
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Document
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(d)
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Opinion of White & Case LLP, counsel to the Depositary
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(e)
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Certification under Rule 466
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| This ‘F-6EF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 7/19/21 | 6-K | ||
| List all Filings | ||||