Securities Registration (ads, Delayed) (f-6)
June 04 2013 - 10:39AM
Edgar (US Regulatory)
As filed with the United States Securities and Exchange Commission on June 4, 2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
UNITED UTILITIES GROUP PLC
(Exact name of issuer of deposited securities as specified in its charter)
n/a
(Translation of issuer’s name into English)
England
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter
)
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Depositary Management Corporation
570 Lexington Avenue, 44th Floor
New York, NY 10022
(212) 319-4800
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
It is proposed that this filing become effective under Rule 466
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immediately upon filing
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on (Date) at (Time)
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If a separate registration statement has been filed to register the deposited shares, check the following box.
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CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
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Proposed Maximum
Aggregate Price Per Unit*
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Proposed Maximum
Aggregate Offering Price**
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Amount of
Registration Fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two ordinary shares of United Utilities Group PLC
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$0.05
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*
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Each unit represents one American Depositary Share.
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**
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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 receipts evidencing American Depositary Shares.
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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, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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This Registration Statement 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.
PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement and incorporated herein by reference.
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Item 1.
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DESCRIPTION OF SECURITIES TO BE REGISTERED
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CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
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Item Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(1)
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Name and address of Depositary
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(2)
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Title of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top centre
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Terms of Deposit:
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(i)
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Amount of deposited securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure for voting, if any, the deposited securities
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(iii)
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Collection and distribution of dividends
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(iv)
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Transmission of notices, reports and proxy soliciting material
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(v)
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Sale or exercise of rights
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(vi)
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Deposit or sale of securities resulting from dividends, splits or plans of reorganization
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(vii)
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Amendment, extension or termination of the Deposit Agreement
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(viii)
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Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Paragraphs 2, 3, 4, 5, 6 and 8
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(x)
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Limitation upon the liability of the Depositary
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Paragraphs 14 and 18
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(3)
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Fees and Charges
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Paragraph 7
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I
te
m 2.
AVAILABLE INFORMATION
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Item Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(b)
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Statement that United Utilities Group PLC publishes on its web site (
www.unitedutilities.com
) on an ongoing basis, or otherwise furnishes the United States Securities and Exchange Commission (the "Commission") with, certain public reports and documents required by foreign law or otherwise under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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(a)
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Form of Amended and Restated Deposit Agreement, dated as of , 2013, by and among United Utilities Group PLC, Deutsche Bank Trust Company Americas, as depositary (the “
Depositary
”), and all Owners and holders from time to time of American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – Filed herewith as Exhibit (a).
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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 American Depositary Shares 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 Company in effect at any time within the last three years. – Not Applicable.
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(d)
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Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d).
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(e) Certification under Rule 466. – Not Applicable.
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(f)
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Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto.
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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 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.
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(b)
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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 30 days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among United Utilities Group PLC, Deutsche Bank Trust Company Americas, as depositary, and all Owners and holders from time to time of American Depositary Receipts 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 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 June 4, 2013.
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Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing two ordinary shares of United Utilities Group PLC
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
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By:
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/s/ James Kelly
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Name:
James Kelly
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Title:
Vice President
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By:
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/s/ Christopher Konopelko
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Name:
Christopher Konopelko
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Title:
Director
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Pursuant to the requirements of the Securities Act of 1933, as amended, United Utilities 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 or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in England on June 4, 2013.
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United Utilities Group PLC
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By:
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/s/ Steve Mogford
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Name: Steve Mogford
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Title: Chief Executive Officer
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Know all persons by these presents that each person whose signature appears below constitutes and appoints Steve Mogford and Russ Houlden, jointly and severally, his or her true lawful attorneys-in-fact and agents with full and several power of substitution and resubstitution for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments and supplements to this registration statement and any registration statements pursuant to Rule 462(b) under the Securities Act of 1933, as amended, relating thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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 they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their 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 registration statement or amendment has been signed by the following persons in the capacities indicated on June 4, 2013.
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Signatures
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Capacity
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/s/Steve Mogford
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Chief Executive Officer and Director
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Steve Mogford
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/s/Russ Houlden
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Chief Financial Officer and Director
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Russ Houlden
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/s/Dr. John McAdam
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Independent Non-Executive Chairman
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Dr John McAdam
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/s/Dr. Catherine Bell
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Independent Non-Executive Director
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Dr Catherine Bell
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/s/Paul Heiden
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Independent Non-Executive Director
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Paul Heiden
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/s/Brian May
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Independent Non-Executive Director
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Brian May
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Senior Independent Non-Executive Director
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Nick Salmon
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Independent Non-Executive Director
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Sara Weller
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/s/George Boychuk
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Authorized Representative in the United States
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George Boychuk
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INDEX TO EXHIBITS
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Exhibit Number
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(a) Form of Amended and Restated Deposit Agreement
(d) Opinion of counsel to the Depositary
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