F-6 1 e612224_f6-land.htm Unassociated Document
 
As filed with  the Securities and Exchange Commission on May 2, 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 EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
________________
 
LAND SECURITIES 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)
                                                                    
 
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
________________
 
399 Park Avenue
New York, New York 10043
(877) 248 - 4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
________________
 
Law Debenture Corporate Services Inc.
400 Madison Avenue, Suite 4D
New York, New York 10017
+1 212 750-6474
(Address, including zip code, and telephone number, including area code, of agent for service) 
                                                                    
 
Copies to:
Adam Wells, Esq.
Allen & Overy LLP
1 Bishops Square
London E1 6AD, United Kingdom
44 20 3088 3792
  
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York  10036
212 336 2301
                                                                    
 
It is proposed that this filing become effective under Rule 466:
 
 o immediately upon filing.
   
 o on (Date) at (Time).
 
If a separate registration statement has been filed to register the deposited shares, check the following box :  o
                                                                    
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed Maximum
Aggregate Price Per Unit*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares, each American Depositary Share representing the right to receive one ordinary share of Land Securities Group PLC
100,000,000 American
Depositary Shares
$5.00
$5,000,000.00
$644.00
*
Each unit represents 100 American Depositary Shares.
**
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.
 
  
 
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, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
 
 
 
 
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
 
Cross Reference Sheet
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
       
1.
Name of Depositary and address of its principal executive office
  
Face of Receipt -  Introductory Article.
         
2.
Title of Receipts and identity of deposited securities
  
Face of Receipt  - Top Center.
     
Terms of Deposit:
    
         
  (i)
The amount of deposited securities represented by one American Depositary Share ("ADSs")
  
Face of Receipt  - Upper right corner.
         
  (ii)
The procedure for voting, if any, the deposited securities
  
Reverse of Receipt  - Paragraphs (17)
and (18).
         
  (iii)
The collection and distribution of dividends
  
Reverse of Receipt - Paragraph (15).
         
  (iv)
The transmission of notices, reports and proxy soliciting material
  
Face of Receipt  - Paragraph (14);
Reverse of Receipt - Paragraphs (17) and (18).
         
  (v)
The sale or exercise of rights
  
Reverse of Receipt – Paragraphs (15)
and (17).
         
  (vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (15) and (19).
         
  (vii)
Amendment, extension or termination of the deposit agreement
  
Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
         
  (viii)
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
  
Face of Receipt - Paragraph (14).
 
 
 
 
 
Item Number and Caption  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
         
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9), (10) and (11).
         
  (x)     
Limitation upon the liability of the Depositary
  
Face of Receipt - Paragraph (8);
Reverse of Receipt - Paragraphs (20) and (21).
         
3.   
Fees and charges which may be imposed directly or indirectly on holders of ADSs
  
Face of Receipt - Paragraph (11).
       
Item 2.   AVAILABLE INFORMATION
  
Face of Receipt - Paragraph (14).
 
Land Securities Group PLC (the “Company”) publishes the information contemplated in Rule 12g3-2(b)(2)(i) under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), on its internet website or through an electronic information delivery system generally available to the public in the Company’s primary trading market.  As of the date hereof, the Company’s internet website is http://www.landsecurities.com.  The information so published by the Company cannot be retrieved from the internet website of United States Securities and Exchange Commission (the “Commission”) and cannot be inspected or copied at the public reference facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington, D.C. 20549.
  
 
 
 
 
 
PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference.
 
 
 
 
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 1. EXHIBITS
 
(a)  
Form of Deposit Agreement, by and among Land Securities Group PLC (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”).  ___ Filed herewith as Exhibit (a).
 
(b)  
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.  ___ None.
 
(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.  ___ None.
 
(d)  
Opinion of counsel for the Depositary as to the legality of the securities to be registered.  ___ Filed herewith as Exhibit (d).
 
(e)  
Certificate under Rule 466.  ___ None.
 
(f)  
Powers of Attorney for certain officers and directors and the authorized representative of the Company.  ___ Set forth on the signature pages hereto.
 
 
 
 
 
Item 2. UNDERTAKINGS
 
(a)  
The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of 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 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 ADS thirty (30) days before any change in the fee schedule.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, by and among Land Securities Group PLC, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be 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 the 2nd day of May, 2014.
 
 
Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one ordinary share of Land Securities Group PLC.
 
CITIBANK, N.A., solely in its capacity as Depositary
  
       
 
By:
/s/ Mark Gherzo  
    Name:  Mark Gherzo  
    Title:    Vice President  
       
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Land Securities 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 on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in London, England, on 2nd day of May, 2014.
 
 
LAND SECURITIES GROUP PLC
  
       
 
By:
 /s/ Adrian de Souza  
   
Name: Adrian de Souza
  
   
Title:   Group General Counsel and Company Secretary
       
 
 
 
 
 
POWERS OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Adrian de Souza his or her true and lawful attorney-in-fact and agents, each with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-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, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on 2nd day of May, 2014.
 
Signature
  
Title
     
     
/s/ Robert M Noel
  
Chief Executive Officer
Robert M Noel
    
     
/s/ Martin Greenslade
  
 
Chief Financial Officer
Martin Greenslade
    
     
/s/ Marc Cadwaladr
  
 
Group Financial Controller
Marc Cadwaladr
    
     
 
/s/ Alison Carnwath
  
Non-Executive Director and Chairman
Alison Carnwath    
     
   
 
Non-Executive Director
David Rough
    
     
/s/ Kevin O’Byrne
  
 
Non-Executive Director
Kevin O’Byrne
    
     
 
  
 
Non-Executive Director
Cressida Hogg CBE
    
     
/s/ Chris Bartram
  
 
Non-Executive Director
Chris Bartram
    
     
     
/s/ Edward Bonham Carter
  
Non-Executive Director
Edward Bonham Carter    
     
     
   
Non-Executive Director
Simon Palley     
     
     
/s/ Stacey Rauch   
Non-Executive Director
Stacey Rauch     
 
 
 
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
 
 
Pursuant to the requirements of the United States Securities Act of 1933, as amended, the undersigned, the registrant’s duly authorized representative in the United States has signed this Registration Statement in New York, New York on May 2, 2014.
 
 
LAW DEBENTURE CORPORATE SERVICES INC.
  
       
 
By:
/s/ Amy Segler  
   
Name: Amy Segler
  
   
Title:   Service of Process Officer
  
       
 
 
 
 
 
Index to Exhibits


Exhibit
Document
Sequentially
Numbered Page
(a)
Form of Deposit Agreement
  
(d)
Opinion of counsel to the Depositary