Securities Registration (ads, Immediate) (f-6ef)
May 27 2014 - 7:30AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 23, 2014
Registration No. 333-
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
of
INFORMA 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, New York 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
New York, New York 10286
(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
[X] on May 30, 2014 at 9:00 a.m., Eastern time.
If a separate registration statement has been
filed to register the deposited shares, check the following box. [ ]
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
(1)
|
Amount of registration fee
|
American Depositary Shares, each American Depositary Share representing ordinary shares of Informa PLC.
|
50,000,000 American Depositary Shares
|
$5.00
|
$2,500,000
|
$322.00
|
|
1
|
For the purpose of this table only the term "unit" is defined as 100 American Depositary
Shares.
|
The prospectus
consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit
1 to this 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
Item Number and Caption
|
|
Location in Form of Receipt Filed
Herewith as Prospectus
|
1. Name
and address of depositary
|
|
Introductory Article
|
2. Title
of American Depositary Receipts and identity of deposited securities
|
|
Face of Receipt, top center
|
Terms of Deposit:
|
|
|
(i) The amount of deposited securities represented by one unit of American Depositary Receipts
|
|
Face of Receipt, upper right corner
|
(ii) The procedure for voting, if any, the deposited securities
|
|
Articles number 15, 16 and 18
|
(iii) The collection and distribution of dividends
|
|
Articles number 4, 12, 13, 15 and 18
|
(iv) The transmission of notices, reports and proxy soliciting material
|
|
Articles number 11, 15, 16 and 18
|
(v) The sale or exercise of rights
|
|
Articles number 13, 14, 15 and 18
|
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization
|
|
Articles number 12, 13, 15, 17 and 18
|
(vii) Amendment, extension or termination of the deposit agreement
|
|
Article number 20 and 21
|
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
|
|
Article number 11
|
(ix) Restrictions upon the right to deposit or withdraw the underlying securities
|
|
Articles number 2, 3, 4, 5, 6, 8 and 22
|
(x) Limitation upon the liability of the depositary
|
|
Articles number 14, 18 19 and 21
|
3. Fees and
Charges
|
|
Articles 7 and 8
|
|
Item - 2.
|
Available Information
|
|
|
|
|
Public reports furnished by issuer
|
|
Article number 11
|
|
|
|
|
|
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
|
Form of Deposit Agreement dated as of ____________, 2014 among Informa PLC, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
|
|
|
b.
|
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - 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. - See (a) above.
|
|
|
d.
|
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
|
|
|
e.
|
Certification under Rule 466. – Filed herewith as Exhibit 5.
|
|
|
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 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 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 ADS 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 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 May 23, 2014.
Legal entity created by the agreement
for the issuance of American Depositary Shares for ordinary shares of Informa PLC
By: The Bank of New York Mellon,
As Depositary
By:
/s/ David S. Stueber
Name: David S. Stueber
Title: Managing Director
Pursuant to the
requirements of the Securities Act of 1933, Informa PLC has caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in London, England on May 23, 2014.
INFORMA PLC
By:
/s/ Simon Bane
Name: Simon Bane
Title: General Counsel, EMEA
Each person whose
signature appears below hereby constitutes and appoints Stephen A. Carter his true and lawful attorney-in-fact with power of substitution
and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments
thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities
and Exchange Commission, granting unto the said attorney full power to act and full power and authority to do and perform, in his
name and on his behalf, every act whatsoever which such attorney may deem necessary or desirable to be done in connection therewith
as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
indicated on May 23, 2014.
/s/ Derek
Mapp
|
|
/s/ Thomas
C. Etter
|
Derek Mapp
|
|
Thomas C. Etter
|
Non-Executive Chairman
|
|
Authorized U.S. Representative
|
|
|
|
|
|
|
/s/ Stephen
A. Carter
|
|
/s/ Dr Brendan
O’Neill
|
Stephen A. Carter
|
|
Dr Brendan O’Neill
|
Group Chief Executive (principal executive,
|
|
Non-Executive Director
|
financial and accounting officer)
|
|
|
|
|
|
|
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/s/ John
Davis
|
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/s/ Cindy
Rose
|
John Davis
|
|
Cindy Rose
|
Non-Executive Director
|
|
Non-Executive Director
|
|
|
|
|
|
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/s/ Geoffrey
Cooper
|
|
/s/ Helen
Owers
|
Geoffrey Cooper
|
|
Helen Owers
|
Non-Executive Director
|
|
Non-Executive Director
|
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|
|
|
|
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/s/ Gareth
Bullock
|
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Gareth Bullock
|
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Non-Executive Director
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INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
|
Form of Deposit Agreement dated as of __________, 2014 among Informa PLC, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder.
|
|
|
|
|
4
|
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered.
|
|
|
5
|
Certification under Rule 466.
|
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