POS AM 1 a34730.txt BRITISH ENERGY PLC 333-11210 ================================================================================ 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 ----------------------------------------- BRITISH ENERGY PLC (Exact name of issuer of deposited securities as specified in its charter) n/a (Translation of issuer's name into English) ----------------------------------------- Scotland (Jurisdiction of Incorporation or organization of Issuer) ------------------------------ JPMORGAN CHASE BANK =================== (Exact name of depositary as specified in its charter) 1 Chase Manhattan Plaza, New York, New York 10081 Tel. No.: (212) 552-4944 (Address, including zip code, and telephone number of depositary's principal offices) ------------------------------ CT Corporation System 111 Eighth Avenue, 13th Floor New York, New York 10011 (212) 894-8940 (Address, including zip code, and telephone number of agent for service) With copies to: Scott A. Ziegler, Esq. John W. Connolly III, Esq. Ziegler, Ziegler & Associates LLP Clifford Chance 570 Lexington Avenue, 44th Floor 200 Aldersgate Street New York, New York 10022 London EC1A 4JJ UK It is proposed that this filing become effective under Rule 466 [_] immediately upon filing [X] on March 17, 2003 at 4:30 p.m. If a separate registration statement has been filed to register the deposited shares, check the following box. CALCULATION OF REGISTRATION FEE
========================================================================================================================= Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Each Class of to be Price Per Offering Registra- Securities to be Registered Registered Unit Price tion Fee ------------------------------------------------------------------------------------------------------------------------- American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing 75 ordinary shares of British Energy plc N/A N/A N/A N/A =========================================================================================================================
This Post-Effective Amendment 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. The Prospectus consists of the form of American Depositary Receipt ("ADR") included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit (a) to this Post-Effective Amendment to Registration Statement on Form F-6, which is incorporated herein by reference. 2 PART I INFORMATION REQUIRED IN PROSPECTUS Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED CROSS REFERENCE SHEET
Location in Form of Item Number ADR Filed Herewith and Caption as Prospectus ----------- ------------------ 1. Name of depositary and Face, introductory paragraph address of its principal and final sentence on face. executive office 2. Title of ADR and identity Face, top center and of deposited securities introductory paragraph Terms of Deposit (i) The amount of deposited Face, upper right corner securities represented by and introductory one unit of ADRs paragraph (ii) The procedure for voting, Reverse, paragraph (12) if any, the deposited securities (iii) The collection and Face, paragraphs (4), (5) and distribution of dividends (7); Reverse, paragraph (10) (iv) The transmission of Face, paragraphs (3) and (8); notices, reports and Reverse, paragraph (12) proxy soliciting material (v) The sale or exercise of Face, paragraphs (4) and (5); rights Reverse, paragraph (10) (vi) The deposit or sale of Face, paragraphs (4) and (5); securities resulting from Reverse, paragraphs (10) dividends, splits or plans and (13) of reorganization (vii) Amendment, extension or Reverse, paragraphs (16) termination of the deposit and (17) (no provision agreement for extension)
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Location in Form of Item Number ADR Filed Herewith and Caption as Prospectus ----------- ------------------- (viii) Rights of holders of ADRs Face, paragraph (3) to inspect the transfer books of the Depositary and the lists of holders of ADRs (ix) Restrictions upon the right to Face, paragraphs (1), (2), deposit or withdraw the (4) and (5) underlying securities (x) Limitation upon the liability Reverse, paragraph (14) of the Depositary and/or the Company 3. Description of all fees and Face, paragraph (7) charges which may be imposed directly or indirectly against the holders of ADRs
Item 2. AVAILABLE INFORMATION
Location in Form of Item Number ADR Filed and Caption Herewith as Prospectus ----------- ---------------------- 2(b) Statement that the foreign Face, paragraph (8) issuer is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Securities and Exchange Commission
I-2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. EXHIBITS (a) Form of Amended and Restated Deposit Agreement dated as of March 18, 2003 among British Energy plc, JPMorgan Chase Bank, as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Filed herewith. (b) Any other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody of the deposited securities represented thereby. - None. (c) Any 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 to the Depositary, as to the legality of the securities to be registered.* (e) Certification under Rule 466. Filed herewith. ----------------------- *previously filed 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. II-1 SIGNATURE Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all of the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment 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 March 11, 2003. Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares By: JPMORGAN CHASE BANK, in its capacity as Depositary By: /s/ Jordana Chutter ------------------------------ Name: Jordana Chutter Title: Vice President II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, British Energy 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 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized on March 10, 2003. BRITISH ENERGY PLC By: /s/ Michael Alexander ---------------------------- Name: Michael Alexander Title: Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Alexander and Robert Armour and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with the power of substitution and resubstitution, for him and in his 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 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 attorneys-in-fact and agents and each of them, 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them 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, this Post-Effective Amendment to Registration on Form F-6 Statement has been signed by the following persons in the capacities indicated on March 10, 2003.
Name Title ---- ----- /s/ Adrian Montague Chairman ----------------------------- Adrian Montague /s/ Michael Alexander Chief Executive Officer ----------------------------- Michael Alexander
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Name Title ---- ----- /s/ Clare Spottiswoode Independent Director -------------------------- Clare Spottiswoode /s/ Sir Robert Hill Independent Director -------------------------- Sir Robert Hill /s/ Ian Harley Independent Director -------------------------- Ian Harley /s/ Duncan Hawthorne Independent Director -------------------------- Duncan Hawthorne /s/ David Gilchrist Director -------------------------- David Gilchrist /s/ Keith Lough Director and Group Finance -------------------------- Director Keith Lough /s/ Les Campbell Principal Accounting Officer -------------------------- Les Campbell /s/Brian Bruce Authorized Representative in -------------------------- the United States Brian Bruce
II-4 Index to Exhibits -----------------
Sequentially Exhibit Numbered Number Page -------- ------------- (a) Form of Amended and Restated Deposit Agreement dated as of March 18, 2003 among British Energy plc, JPMorgan Chase Bank, as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (d) Opinion of Ziegler, Ziegler & Altman LLP, counsel to the Depositary, as to the legality of the securities to be registered.